Marvel: Tomorrow Initiative
by Rider Paladin
Summary: Fifty years after superhuman registration became a reality, new heroes begin to manifest, inspired by the heroes of the past and out to change the fate of posthumanity. [Volume 1 COMPLETE]
1. A Spider Spins Her Web

"Marvel: Tomorrow Initiative"

Chapter 1: "A Spider Spins Her Web"

Disclaimer: Many of the characters that will appear here belong to Marvel Comics or are derived from characters that belong to Marvel Comics. I make no profit from this story except deep satisfaction that I have come up with an intriguing plot.

Author's note: This is my first Marvel fanfiction; I tend to play in the DC sandbox. However, with the events of Civil War and the fallout from that has come a story idea. I hear a lot of people protesting that the new order in the Marvel Universe is going to lead into a fascistic, totalitarian direction. This story is going to explore that idea, so hang on for the ride, everyone.

_

* * *

_

Fifty years hence . . .

* * *

"Audrey!" a woman's voice shouted from downstairs. "Audrey!"

A girl's groggy murmurs could be heard in her bedroom, a bedroom with walls covered in pictures of various superheroes. The predominant theme was Spider-Man in the classic red-and-blue costume, but the pictures also featured him in the variant costumes he'd worn over his career. The secondary theme of the wallpaper was Captain America, the original Captain America. The first three Spider-Women also featured on the girl's walls, surrounding Spider-Man and Captain America.

A girl with slightly frizzed brown hair reluctantly climbed out of her bed, dressed only in an oversized T-shirt that hung down to her knees. She staggered to the top of the staircase and shouted, "Yes, Mom?!"

"You'd better hurry up before you're late for that field trip!" the girl's mother shouted in reply.

"Ok!" the girl shouted before moving on to the bathroom. She brushed her teeth with an electric toothbrush and after she was done, she threw off her shirt and climbed into the bathtub. She turned the shower knobs until the water was just the right temperature, then stepped under it and cleaned herself. Finishing in ten minutes, she dried herself off and wrapped the towel around her body, walking to her room and dressing. The clothes she chose for the day were an oversized sweatshirt and sweatpants. Slipping on a pair of slightly worn-out sneakers, a backpack, and her usual wire-rim glasses, she jogged downstairs to join her parents.

"Audrey, do you have to dress like that?" her mother asked. "You'll never get any boys like that."

"I don't care about boys," Audrey answered neutrally, picking up a slice of toast and walking out of the house to catch the rail to school.

"Have a good time!" her father shouted after her.

* * *

Audrey ate her slice of toast as she walked to the nearby rail station. She stepped inside and bought her two-way ticket, looking at the digital schedule to see when her rail would show up. Confirming to herself when her rail would arrive, she took the antigrav lifter to the level where the rails showed up. Once there, she stepped out and walked to a bench to wait for her rail. As she waited, she watched other rails roll in through the antigrav tube pathway networked throughout New York City.

Ten minutes later, her rail came in. The antigrav tube slid open for her and she stepped into the rail, which resembled a sleeker version of the trains of yesteryear. She took her seat and removed her backpack from her back, placing it on her lap. The rail sped along at a respectable pace of roughly 120 mph, reaching the rail station near her school within a mere five minutes. She got out of the rail and took the antigrav lifter down to the first floor of the rail station, walking out and to her school, Midtown High School.

Once inside, she put her things away in her locker and went to her homeroom. "Miss Hopkins, so good you could join us," her teacher greeted her amiably. "Now that you're here, we can get going on our field trip."

The students filed out of the classroom and out of the school building, making their way to the school bus with their teacher and several assistants. They got on the bus and the driver started it up, driving away from the school. About thirty minutes later, they reached their destination, a large building with the name Milton Labs boldly emblazoned on its façade. The students filed out of the parked bus with the teacher and his assistants, entering Milton Labs.

"Greetings," a black-haired woman in a lab coat greeted pleasantly. "Are you here for the tour?"

"Yes," the teacher replied, nodding his sandy head.

"I'm Sandra Coley," the lab-coated woman said. "Follow me." She turned on her heel, guiding the class through the laboratory.

"What do you do here?" Audrey asked.

"We're sort of a medical lab for superheroes," Coley replied. "We make sure they're in the best of health and in tip-top condition to defend us innocent people from super-criminals and terrorists."

"That's cool," another student, a girl with blonde-brown hair and brown eyes, remarked. "Do you get to see Captain America with his shirt off?"

"Jenna!" one of the assistants spoke up, scandalized.

"Yes, I do get to see Captain America without his shirt," Coley replied with a twinkle in her eyes.

"What about Blitzkrieg?" Jenna prompted.

"Him, too," Coley answered. "Yes, there is the part where I get to see superheroes in various states of undress, but that is not the bulk of what my job requires me to do."

"But wouldn't it be fun . . ." Jenna droned on. Beside her, a girl of mixed Japanese and Caucasian ancestry rolled her eyes with irritation.

Throughout this entire conversation, Coley had never once lost her step. She continued to guide the class through Milton Labs, showing them various pieces of equipment while warning them not to touch anything. Suddenly, she heard a cry from somewhere behind her. Turning around, she found Audrey collapsed on her knees, clutching her hand.

"What happened?" Coley asked.

"A spider came out of nowhere and bit her!" Jenna shouted.

"How do you feel?" Coley asked Audrey.

"I . . . I feel . . . fuhhhh . . ." Audrey passed out. While the students and teachers around her started to panic, the girl that had been next to Jenna calmly picked up the spider that had bitten Audrey and slipped it into a small plastic pouch she kept on her person. Hiding the plastic bag in her jacket, she left everyone none the wiser; they were too busy worrying over Audrey.

_If I'm right . . . this isn't going to be good,_ the girl thought.

* * *

When Audrey woke up, she found herself in a hospital bed. Her parents and older sister Kaye were sitting beside her bed, her father being the first to catch her in a tight hug. After about three minutes or so, Audrey gently pulled out of her father's grip . . . and was surprised to find it very easy to do so. Her father was a very strong man and continued to work out whenever he got the opportunity, so it shouldn't have been very easy for her to pull out of his grip. Nevertheless, it was.

She blinked. She was seeing everything so clearly. "Are my glasses on?"

"You can have them if you want," Audrey's mother replied, handing her daughter her glasses. Audrey put them on, but as soon as they covered her eyes, everything blurred. She took them off a few seconds later.

"That's ok," Audrey said. "I don't think I need them now."

"You've been out for two days," Kaye said.

"Two days?" Audrey echoed.

"Yeah," Audrey's father replied. "By the way, Milton Labs sent you a fruit basket and some books on the superhuman genome. They probably thought we were going to try to sue them."

"And there was this girl who came by yesterday," Kaye added. "Said her name was Karin. You know her?"

"Vaguely," Audrey replied. "She's a classmate, but we've never interacted much." She looked at her parents. "When can I go home?"

"We can bring you home now, if you want," Audrey's father replied. "The doctor says you're physically all right; we just needed to wait until you woke up for you to come home."

Audrey's family gave her the privacy she needed to change into her clothes. Audrey shucked the hospital gown, but when she spotted herself in a nearby mirror, she gaped at herself in shock. Her stomach . . . it had always been a little round, but now it was flat and not only that, but also looked as hard as a rock. She felt her stomach, surprised at the hardness of the muscles underneath her skin. She flexed her arms and she was startled to see her biceps bulge with toned muscle.

"What . . . the heck?" she wondered. Putting it aside, she quickly dressed herself and went out to join her family.

"Ready to go?" Kaye asked.

"Yeah," Audrey replied.

* * *

The next day, Audrey was crossing the street on her way to the rail that would take her to Midtown High. As she crossed, time suddenly seemed to slow down. She looked around and saw a car driving toward her. Without really thinking about it, she sprang out of the way of the car, landing on the façade of a moderately tall building.

"What?" Audrey wondered, startled. Curiously, she climbed up the façade, not stopping until she pulled herself onto the roof. "Whoa . . ." _Now how do I get down? Probably the same way I got up here. Or could I just get to school faster this way?_

Testing her theory out, Audrey began leaping across the rooftops of the buildings in her path. As she leaped, she marveled at her own agility and speed. She flipped over part of a rail path and landed on the rooftop of another building. Fortunately, she'd been moving too fast for anyone to get a good look at her. When she got within sight of Midtown High, she checked her watch and realized that it had been ten minutes ago that she'd started her trip. She landed on a building near her school and jumped down to street level, landing in a graceful crouch.

* * *

Audrey walked into Midtown High and packed her things into her locker, removing her laptop from her backpack and walking into homeroom. When she entered, she saw her classmates smiling at her and a sign on the digital blackboard saying, "Welcome Back, Audrey!" She blushed in embarrassment. 

"You did all that for me?" she asked.

"Just wait till lunchtime," Jenna replied. "You'll get something even better."

A few classes later, Audrey was in her most dreaded class: physical education. To her credit, she tried, but she was notoriously clumsy and uncoordinated. As a result, she was often a liability to her teammates in any team sport they played and hardly anyone wanted to play with her. It wasn't that they disliked her as a person, more like they wanted to win and Audrey wouldn't do much to help them do that.

Today, things were different. They were playing basketball today and when one of the girls on the other team attempted to pass the ball to her teammate, she put too much force into it and the ball soared like a missile . . . toward Audrey's turned head. To the surprise of everyone present, Audrey whirled and caught the ball, rushing down the basketball court with astonishing speed. She went into a lay-up and . . . sank the ball into the net.

"Holy crap!" a student shouted. "How did she do that?!"

"Yeah, when did she get so good all of a sudden?" another student asked.

Audrey was surprised as well. To herself, "Whoa . . . how am I doing this stuff?"

The other students on her team surrounded her. "That was awesome, Audrey!" one of them cheered.

"Yeah, you were great!" another added.

The coach blew his whistle. "Hey, Hopkins! If that was more than just a one-off, you're welcome to try out for the girls' basketball team later this week!"

_I suppose I should take that as a compliment,_ Audrey thought.

It was like this for the rest of the class. Audrey stole passes from the opposing team so quickly it was as though she was there one moment and sinking the ball into the net the next moment. Her teammates passed to her more often and when she made her way toward the opposing team's hoop, she seamlessly moved around the opposing team's efforts to stop her. In the end, their score was only half of Audrey's team's score.

"That was incredible," Siena, a tanned blonde, remarked to Audrey.

"Thanks," Audrey answered.

"My offer still stands, Hopkins!" the coach shouted. "You gonna think about it?"

"I will!" Audrey replied.

When lunchtime rolled around, Jenna escorted Audrey into the cafeteria, covering her eyes. "When can I open them?" Audrey asked.

"Now's good," Jenna answered, pulling her hands away from Audrey's eyes. Before the two girls hung a banner saying "Welcome Back, Audrey!" in bold blue letters. The students in her class gathered around a table with a large chocolate brownie cake covered in chocolate icing with "Welcome back, Audrey" spelled out in blue icing.

"You did all this for me?" Audrey asked.

"Yeah," Jenna replied. "Come on, dig in." She escorted Audrey to the table and took the kitchen knife, using it to cut away a slice of cake for Audrey. "Enjoy."

As Audrey began to eat her cake, she spotted the mystery girl in her class – one Karin Kusanagi – looking at her oddly. The gaze was appraising, searching, probing . . . and it puzzled the heck out of her. She looked away from Karin's gaze and continued eating her cake. Still, she could feel those dark eyes boring into her . . . like a high-precision laser.

* * *

After school was over, Audrey went home the same way she came to school . . . acrobatic leaps and flips across the city. Fortunately, she was moving too fast for anyone to get a good look at her. With the Superhuman Registration Act having been passed into law fifty years ago, they'd try to put her in superhero boot camp or arrest her. Neither option sounded good to her; she knew the scandal that had broken out when one of the trainees had been killed in only the first week of the Initiative's existence.

She returned home in about ten minutes, walking in through the front door. Her parents weren't exactly home, as they were both working, but they trusted Audrey not to get herself in trouble while she was waiting for them to come home. For her part, the girl busied herself with her homework.

"Physics, calculus, American History, and _Crime and Punishment,_" she muttered to herself. "Better get cracking."

By the time her parents got home, Audrey had finished her homework and was presently watching television on the flat-screen in the family room. The program that was on was the news, reporting on yet another terrorist group defeated by the Avengers. She watched Warbird give their account of what had happened, condensed and sanitized for the consumption of the viewing public.

"Hi, Audrey," her mother greeted.

"Hi, Mom," Audrey answered, briefly turning to look at her mother.

"Did you finish your homework?" her father asked.

"Of course," Audrey replied.

* * *

That night, Audrey was restless. She lay awake, trying hard to fall asleep and failing completely. She looked at her nightstand clock and saw the time on it: eleven after one in the morning. "Damn it."

Audrey threw off the bedcovers and extricated herself from the bed. She opened her wardrobe closet and reached into the back for something to wear. She pulled out a red-and-blue unitard designed to resemble Spider-Man's standard costume, complete with webbed red mask. It had been her Halloween costume two years ago and she'd grown since then. To her surprise, the costume still fit; it was just a lot snugger than it had been two years ago.

She checked herself out in the mirror, surprised at what she saw in it. She didn't see a gawky teenager. She saw herself in her newfound womanly glory: strong, swift, sharp, supple, and sensual. As hard as it was, she turned away from the glorious sight in her mirror and opened her window, leaping out of it and across the street to another rooftop.

She continued on in that fashion until she had entered the metropolitan area, an arena of densely packed skyscrapers. She continued leaping across the rooftops, often flipping over rail tubes. Fortunately for her, most people didn't bother looking up, anyway. If only she had web-shooters so that she could swing, too. However, leaping and flipping would suffice for now.

Audrey threw herself into freefall, plummeting down to street level. Yes, she knew if she didn't time this right, she'd be street paste. Fortunately, she had a better sense of coordination than she used to, enabling her to land on a passing car and evenly distribute her weight so that she didn't smash the roof.

"Whoo!" she shouted, riding on the car on which she'd just landed. While clinging to the roof of the car, she spotted a gang of thugs surrounding a lost-looking boy. Without really thinking about it, she flung herself off the car and onto the wall of the alley where this act of bullying was taking place. "Back off the kid."

"Who does she think she is, Spider-Woman?" one of the thugs asked.

"Just cap her!" another thug yelled, pointing his gun at Audrey. Before he had the opportunity to fire, she leaped at him and kicked his gun out of his hand. She landed on one foot and spun on it to deliver a swift kick to his head with the other foot. Unfortunately, she heard a sickening crack that sounded a lot like she'd kicked him too hard.

"Oh, my God!" Audrey exclaimed in horror.

"She killed him!" one of the other thugs shouted. "She killed Snook!"

Audrey stepped back in shock and disbelief at what she'd done. "I . . . I didn't . . . I didn't mean to . . ."

"Get her!" the first thug shouted, opening fire on her. Once again, that feeling of time slowing came over her and she could see the bullets leave the thug's gun. She jumped up onto the wall to evade the bullets, climbing up at great speed to avoid the thugs' bullets. She scurried up the wall and onto the rooftop, running as fast as she could until she reached the edge of the rooftop, at which point she jumped off and onto the next rooftop.

As fast as she ran, though, she ran into an obstacle . . . NYPD hovercraft, specifically hovercraft belonging to the Superhuman Restraint Unit that dealt with super-powered criminals. The hovercrafts' lights shone on her, nearly blinding her with their intensity. A voice could be heard over the intercom, amplified to near-deafening levels, shouting, _"Attention, unregistered superhuman! You are in violation of the law! Surrender now and you will not be harmed!"_

_Oh, no . . ._ Audrey thought. She ran to the side edge of the rooftop she was currently on, the Unit hovercrafts firing their gun turrets at her. Time slowed again, allowing her to dodge the laser blasts. She jumped over the side edge, leaping across to the façade of the skyscraper across. She ricocheted between the two skyscrapers, confusing the Unit hovercraft pilots' aim. Not for lack of trying, though; they still shot at her. Audrey bounced back to the façade of the skyscraper off which rooftop she'd jumped and crawled across it as fast as she could, which was very fast.

No matter how fast she moved or how far she ran, the Unit hovercrafts were there at every turn. She was pushing herself harder than she'd had to push herself ever and unfortunately, she had nothing to fight them with, nothing but her strength and her speed. Of course, there was the matter of setting them up to take each other out, but she'd been freaked out enough when she accidentally killed that thug. She didn't need to consciously choose to get people killed.

Suddenly, a twisting red wire of light cut through the Unit hovercrafts' gun turrets, retracting into a sleek black baton held by a girl dressed in a black catsuit. A red pentagonal patch with devil's horns sprouting from the top points covered her upper torso, with chevron red stripes trailing down her stomach from beneath it. Sharply ridged metallic white pads attached to her shoulders, her outer thighs and shins, and her knees. A black faceplate with red lenses left only her dark hair exposed.

"Come with me," the girl spoke.

Audrey didn't know what she was thinking in trusting this girl, but trust her she did. The black-and-red-garbed girl had made sure that the Unit hovercrafts wouldn't be able to shoot at Audrey anymore, so that was a point in her favor. They could still chase her, but they couldn't hurt or kill her.

"Ok," Audrey said, running toward the mysterious girl.

* * *

End Notes: Cliffhanger ending for you. Now, this first chapter was Audrey's introduction and the second will be the introduction of the mysterious girl who saved her. If you can guess who that girl is, I'll give you a virtual cookie. Does that sound good to you? Anyway, as the story continues, I'll get around to explaining why the future isn't necessarily a good time to be and how exactly is it that history seems to have repeated itself with Audrey. If I've intrigued you with this first chapter, you're free to let me know what you think, both good and bad.


	2. The Devil Is Me

"Marvel: Tomorrow Initiative"

Chapter 2: "The Devil Is Me"

Disclaimer: Many of the characters that appear in this story are based largely on characters already created by Marvel Comics and as such do not fully belong to me. Marvel is to be credited for inspiring much of the characters and ideas found in this story.

Author's note: All right, you've met Audrey, a.k.a. "Spider-Woman." Now it's time to meet the Tomorrow Initiative's incarnation of Daredevil. The introduction to her will be a retelling of the events in chapter one from her point of view. Basically, you'll see what she was up to up until the ending point of chapter one and then it'll go from there. Have fun reading.

* * *

At five-thirty in the morning, a dark-haired girl of mixed Japanese and Caucasian descent – judging by her features – awoke. She got out of her bed and walked to the bathroom of her Hell's Kitchen apartment, where she brushed her teeth and quickly showered. Once her shower was finished, she dried herself off and donned a pair of loose drawstring pants and a sports bra. She picked up a black baton and pulled it into two, revealing a wire of red energy between the two halves. She used the split baton and wire as a pseudo-jump rope, pulling all sorts of complicated jumping maneuvers.

Once the jump rope exercise was over with, she manipulated the split baton and wire as nunchaku. After that was finished, she retracted the energy wire and performed a series of katas while holding the dual batons. She pressed a button on one baton and it manifested a red column of sword-like energy. She pressed a button on the other baton and a similar red column of sword-like energy manifested. She swung both energy swords in her katas, moving swiftly and precisely, slicing imaginary enemies.

Finally, she retracted the energy blades and recombined the batons into one. She put it aside and began to perform unarmed katas. Her moves were swift, precise, and graceful. If she had had opponents to fight, those opponents would have been dropped on their asses.

When her workout finished, it was quarter after seven in the morning. The girl walked to the kitchen and opened the refrigerator, pulling out a bottle of water, which she opened and drank. She capped the bottle when she was finished with it and put it back inside the fridge. She went back to her room and put scentless deodorant on her underarms. After that, she donned a zip-front black sleeveless shirt and a pair of sneakers.

Her cell phone rang, prompting her to pick it up. "Hello?"

"Kusanagi," the voice of Laura Kinney, a.k.a. X-23, greeted tersely.

"23," Kusanagi answered.

"Your class is visiting Milton Labs today," X-23 stated.

"I know," Kusanagi replied. "I also know what that lab does outside the public view."

"Perfect recon opportunity," X-23 said.

"Yes. Perfect. Assuming I can keep the teacher from noticing what I'm up to."

"You can."

"Glad for that vote of confidence."

"Hm. Just do it." A click signaled that X-23 had hung up her phone.

Kusanagi switched her drawstring pants for a pair of jeans and put on a leather jacket, exiting her apartment and taking the elevator to the parking lot of her building. She found her motorcycle and slipped on her leather gloves, fastening them around her wrists and donning the helmet. She straddled her motorcycle and wheeled it out of its parking space. She started the bike and rode out of the parking lot and to Midtown High School, where she took the bike to the student parking lot. Once that was over with, she walked into the school building.

* * *

She walked to her locker and packed her jacket and other things inside, going to her homeroom. She gave the teacher a terse look of greeting and took her seat, which was behind the seat where Audrey Hopkins usually sat. She knew Audrey more by scent and voice than actual interaction. She knew Audrey liked Herbal Essence shampoo, judging by the smell of her hair. She knew Audrey used Secret deodorant. She knew Audrey's voice had a soft, humble timbre and yet it seemed to fill the entire room with a presence the younger girl didn't know she had.

And Kusanagi had to admit that Audrey had a pleasantly shaped and structured face. She would be more conventionally attractive if she straightened out her hair and started using certain skin creams, but then she wouldn't be the understated beauty that she was. Kusanagi liked that in Audrey, liked that the younger girl had other things on her mind besides looking pretty for the boys.

The object of Kusanagi's fascination arrived about five minutes after her and with that, the class was off to Milton Labs. Kusanagi sat just behind and to the left of Audrey, enabling her to keep an eye on the younger girl. She watched Audrey in quiet contemplation, wondering what would happen if she befriended her.

No, it couldn't happen. It wouldn't happen. Kusanagi had more important things to do than pursue a juvenile attraction. And even if she decided to just be friends with Audrey, she couldn't afford that, either. She had too many secrets to keep and a friendship couldn't last with secrets between the two who were supposed to be friends. It just . . . couldn't be.

"Hey, Karin," a boy's voice greeted her obnoxiously. Karin Kusanagi didn't even have to look. She recognized that voice as belonging to Franklin "Smoke" Ness and even if she didn't recognize the voice, she'd recognize the scent of his equally obnoxious cologne. He was one of the starting players of Midtown High's blitzball – antigrav soccer – team and he imagined himself a great charmer.

"What do you want?" Karin asked, not even looking at him.

"You," Smoke replied.

"At least you're direct," Karin remarked. "Most guys would try to butter me up before they got to that point with me."

"I'm way better than most guys."

Karin chuckled admonishingly. "Confidence is one thing. Being _over_confident is another thing. But at least you believe in yourself. That'll take you places. Just not with me."

"Aw, why you gotta be so cold? I can treat you right."

"Given your past history with girls, I doubt that."

"Oh, those girls? Please. That's old news. I wanna start fresh. With you."

"Fine. You win. I succumb to the power of your charms. You have me to do with as you please. I will dote upon you, I will come to all your games, I will cheer you on, and I will reward your victories with my body."

"You serious?"

"No."

"Bitch."

"You flatterer."

When they arrived at Milton Labs, Karin kept her distance from Smoke while keeping a close eye on Audrey. She shook her head with slight irritation when Jenna started asking the medical scientist who was currently playing tour guide questions about seeing Captain America shirtless. It was a fake Captain America, a pawn of the government rather than the true Sentinel of Liberty the original had been.

As the tour continued, Karin was about to sneak away when she heard Audrey's heart beating faster, then slower. She heard Jenna's outcry of shock and dismay and turned to see what was happening. Audrey had collapsed on the floor, clutching her hand . . . and a spider was crawling away from the scene. Letting the other students cluster around Audrey, she picked up the spider and scooped it into a small plastic pouch she kept in her jacket. She then slipped the pouch into her jacket pocket.

This was way too much of a coincidence. A spider in a biotech lab that specialized in superpower creation via genetic manipulation biting a girl? If Karin's suspicions about that particular spider were correct . . . she looked at the now-unconscious Audrey. The poor girl would be in for some real hell in the near-future.

The ambulance hovercraft soon arrived to take Audrey to the hospital, wasting little time. The teacher was so dismayed that he let the class go for the day, but first they had to go back to the school to get their things. As for Karin, she rode her motorcycle through the old tunnels into a base hidden in those tunnels. She parked the motorcycle and entered the base, where she was automatically greeted by a blue-haired boy garbed in a black leather suit with circled-X pads on the shoulders and knees.

* * *

"Hey, Fearless," he greeted her. "Got something for me?" Karin's response was a raised middle finger, prompting a sigh from him. "Why do you hate me so much? I only try to show you my affection and you repay my efforts with spite and venom!"

"I'm glad you read poetry, Impetus," Karin answered. "At least you do more with your time than run around pissing off everyone."

Impetus groaned. "I got wind of an ambulance leaving Milton Labs. What happened?"

Karin pulled the plastic pouch containing the spider out of her jacket pocket. "Here's what happened."

"Whoa. Parker's gonna want to see this."

"See what?" a grim voice asked, prompting Karin and Impetus to turn. The voice belonged to none other than a brown-haired man whose face smacked of youth but whose eyes betrayed a soul far older. He wore a black zip-front hooded sweater with a circled-X zipper tab and black pants with circled-X designs on the thighs. A white lab coat offset the black of his clothes.

Karin held out the plastic pouch. "This. It bit a student at my school during a field trip to Milton Labs."

Peter Parker took the pouch from her. "I'll see what exactly they dosed this spider with." He departed for the base's lab. Within minutes, he was calling the entirety of New York's X-Men cell and Karin into the lab.

X-23, a dark-haired seemingly young woman dressed in a sleeveless circled-X-tagged black leather suit, was the first to speak. "What did you find?"

"That spider . . . has my DNA mixed into its venom," Peter replied. "The CSA is trying to recreate my powers in one of its people."

X-23 looked at Karin. "Take a blood sample from the one who was bitten. We need to know if the CSA succeeded in its attempt, even if by accident."

Karin nodded, taking a syringe gun passed to her by Peter. She placed it inside her inner jacket pocket and left the X-Men's base. She got on her motorcycle and rode out of the tunnels and to the hospital nearest Milton Labs. Once she reached the hospital, she parked her motorcycle and entered, walking briskly to the receptionist.

* * *

"I'm here to see Audrey Hopkins," she spoke.

"Just sign in and you can visit her in Room 2C," the receptionist replied. "She's unconscious right now, so I'd advise you to not disturb her too much."

"Sure," Karin replied, signing the datapad and pressing her thumb onto the fingerprint scanner next to it. The computer in front of the receptionist processed the signature and thumbprint, allowing her to go forth. She jogged up the escalator, getting off at the second floor and walking to Room 2C. The door slid open from her presence near it and she stepped inside.

Audrey lay on the cot, looking for all the world as though she was just sleeping. Karin pulled the syringe gun out of her jacket pocket and held the business end to a vein in Audrey's arm. She pressed the trigger and the needle popped into the vein, drawing some blood into the vial loaded into the syringe gun. Once she was sure she'd had enough, she released the trigger and the needle retracted. Karin calmly cleaned up the little amount of blood Audrey's arm was still leaking.

"Sorry about that, Audrey," she whispered. "I'll come see you tomorrow, when I don't have to do this to you." She gently stroked Audrey's hair before exiting her room, hiding the syringe gun in her jacket pocket. She slipped out of the hospital with no one being any the wiser, riding back to the X-Men's tunnel base.

* * *

She entered the base again, this time greeted by an Amazonian-built redhead garbed in the standard circle-X-adorned black leather attire. "Got the blood sample?" the tall redhead asked.

"Yeah, Fairbrook, I have it," Karin answered.

The Amazonian mutant known as Fairbrook escorted Karin into the base. Once inside, Impetus was the first to greet them, followed by the other X-Men, consisting of X-23, a young Indian boy named Wireless for his cyberpathic abilities, a teenage Brazilian boy called Sandstorm for his control over sand, a Vietnamese boy named Synergy for his ability to mimic other mutants' powers, and a pale-skinned, pale-haired girl named Daybreak and the granddaughter of Cable and Domino.

"You have it," X-23 said.

"Yeah," Karin answered.

"I'll get Parker," Daybreak offered.

"No need," Peter said, emerging from the lab. "I'm here." He extended his hand to Karin. Getting the meaning, she removed the syringe gun from her jacket pocket and removed the vial from it, handing the vial to Peter. "Thanks. I can get back to you in a day. In the meantime, I suggest you go home."

"Sure, shoo me out already," Karin remarked, nevertheless obeying Peter's suggestion. Peter himself returned to his lab.

"He always sequesters himself in there," Wireless mused. "It's irritating."

"He has his reasons, Wireless," Fairbrook answered.

* * *

That night, Karin went into her secret room, finding one of her suits, black and red with sharply ridged pads on the shoulders, knees, and outer thighs and shins. She unzipped the back of the suit and stepped into it, zipping up her own back with the aid of a mirror and her own flexibility. Once that was over with, she slipped on a pair of metal cuffs, magnetically sealing her batons to them, and picked up a black faceplate with red lenses. She sealed the mask over her face, completing the transition from Karin Kusanagi to Fearless.

She took the exit from her secret room that led out of the apartment complex in which she lived and leaped out. She snatched one of her batons from its holder brace, firing a red energy grapnel at the building across. The grapnel punched into the façade of the building and she swung from the energy line, retracting it when she reached the pinnacle of her arc and extending another to swing from. She continued on in this fashion throughout Hell's Kitchen, descending in the midst of an MGH deal.

Fearless knocked a dealer's gun out of his hands and smacked him brutally with her baton. Another dealer tried to shoot her, but she heard the bullet leave the gun and blocked it with her other baton, which was coated with a bulletproof substance. She flipped into the air and extended the energy blades of both batons, slicing through the others' guns. One of the dealers pulled out a length of chain and whirled it over his head like a lasso before swinging it at Fearless, who pressed a button on one of her batons. Immediately, the energy blade extended into a chain blade that sliced through the dealer's chain.

She felt the rush of air that came only from someone speeding toward her and whirled to meet her attacker head on. She grabbed her attacker by the wrists and used his momentum to flip him over her shoulder. To her not-quite-surprise, he just got up like it was nothing and attacked her again. This time, Fearless stabbed him with the energy blade from her baton. He might have had some kind of enhanced durability, to shrug off her attack like that, but a stab wound would take him out of the picture for the time being.

With another lash of her chain blade, all of the dealers were down for the count. Fearless retracted her energy blade and threw out an energy grapple, swinging away from the scene. As she swung, she spotted one of the surveillance saucers looking at her. She continued her swing, unconcerned; the saucer wouldn't see her, as the circuitry in her suit and mask made her invisible to electronic detection. It was a necessity, if she wanted to lessen the chances of being caught while operating without a license.

* * *

The next day, Karin Kusanagi visited Audrey again. This time, it wasn't to get her blood sample; it was just to talk. That was how she ended up sitting beside Audrey's hospital bed, watching the younger girl sleep. Karin's senses alerted her to the changes in Audrey's body, muscles tightening and becoming suppler, heart pumping blood through her body more efficiently, even a sort of static field around her body.

"Your life's going to be a living hell. I hope you know that. With these powers you're developing, you're going to have all kinds of government pricks wanting a piece of you. If you do the wise thing and don't let yourself be taken in by them, your life will be even worse. You'll be considered a criminal for not becoming one of their super-soldiers. You'll have to hide from them, when they should be hiding from you."

She took Audrey's hand in hers. "But I'll be here for you. Know that, too."

She stood up and walked to the door, which slid open to reveal a girl that looked a lot like Audrey, only more self-assured and conventionally attractive. "Sister?"

"Yeah," the girl replied. "My name's Kaye. Yours?"

"Karin. I'm in Audrey's class." She walked away from Kaye and out of the hospital. It hadn't even been a minute before her communicator, carefully disguised as a cell phone, rang. She answered it. "Hello?"

"Parker's finished," X-23 answered. "Come to the base immediately."

"Coming, Laura," Karin said, closing her communicator. She placed it in her pocket and rode her motorcycle to the tunnels where the X-Men's base was located. Once safely in the tunnels, she parked her motorcycle and walked the rest of the way to the base. There, she was welcomed inside by Wireless. "What did Parker find?"

* * *

Peter guided the X-Men's and Karin's attention to a digital chart showing two DNA double helixes, one blue and one red. Sections of the first double helix were highlighted in red. The second double helix, on the other hand, was completely red. "Look at the red sections of the first double helix. Those are the sections of Audrey Hopkins' DNA that resemble mine. That spider's venom was modified to carry a biochemical agent derived from my DNA and anyone bitten by it would have that agent in their bloodstream, re-sequencing their DNA to be similar to mine."

"Why would they try it that way?" Fairbrook asked.

"They were probably planning to extract the venom from the spider and directly inject it into the subject," Peter replied. "The spider must have gotten away before they could start that particular process."

"Why'd the CSA want to copy your powers?" Sandstorm asked.

"A guy who can scale walls without the aid of climbing equipment is useful for espionage," Peter answered, a bit of his old mirth coming back into his voice.

"What do we do now?" Impetus asked.

"We keep a close eye on her for now," X-23 replied. "She'll be itching to use her powers when she wakes up and that'll get her in trouble. We'll be there to get her out of it."

* * *

Karin left the X-Men's base, riding back to her apartment in Hell's Kitchen. Once there, she found a message from Jenna on her base phone. She clicked the button on the back of the phone to listen and it played her voice. "_Hey, Karin. Listen, we managed to talk to Audrey's parents and we know it's only going to be a matter of time before she wakes up. We're gonna throw a big 'welcome back' party for her, but we need some help. We'd like to bake a cake, but I'm not so good at the domestic stuff. . . ."_

Karin stopped the message and pressed the button that would redial Jenna's number. _"Hey,"_ Jenna's voice greeted.

"I'll bake that cake for Audrey's Welcome Back party. I'll see what I can do about getting permission to use the school kitchen."

"_You're the best, Karin!"_

"I know I am. See you in class tomorrow." Karin ended the call.

* * *

By the day Audrey came back to school, Karin and the rest of the class had carefully prepared the party. Audrey was rather surprised at how far they had gone for her. Karin just had to smile; didn't Audrey know how beloved she was by her class? Apparently not, or else she wouldn't have been surprised.

As the party went on, Karin observed Audrey. Her movements were more graceful and yet more tense, a tenseness marked by the suspicion that she was being watched. Audrey turned to look at Karin and Karin continued looking at her, knowing now that Audrey was looking back. She saw the silent cues Audrey was giving off, that Audrey wasn't comfortable with her stares. A few minutes later, the recently genetically shifted girl turned away, enjoying her cake with that girl Jenna.

* * *

That night, Karin was out as Fearless again and tearing up an underworld bar where the dealers who sold the MGH liked to hang out. She was looking for information on the dealers' boss's boss, as in the main man behind the crime in New York City – the Black Tarantula. The patrons were shooting at her, but she was moving between bullets and lashing out with her chain blade, knocking down bullets and cleaving guns. When she was close enough, she forwent the chain blade for her fists and feet. At one point, she wrapped a length of energy cable around the neck of one of the dealers and dragged him to her.

"All right, talk."

The patron gagged.

"Not a satisfactory answer. Where's your boss?"

"Ack . . . can't . . . ack . . . talk . . ."

Fearless loosened the cable around the dealer's neck. The sound of a round being chambered made her chuckle. "What makes you think that I won't turn around the second you fire and let him be hit instead?"

"Because I got another round to cap you with, bitch," the second dealer answered.

Fearless withdrew her second baton and lashed out the chain blade at the second dealer, knocking his gun out of his hand. It accidentally fired and clipped a random patron in the arm. The chain blade sliced the second dealer's hand before retracting into the baton. "Now do you want to mess with me?" She turned her attention to the dealer she had in an energy cable chokehold. "All right, where's your boss?"

"Who wants to know?"

"I want to know. Your boss happens to be a middleman in the Black Tarantula's organization and I want to see how far down the rabbit hole I can go until I reach the bastard. Talk."

As the dealer was about to speak, she heard a heart beating fast from terror-charged adrenaline above her. She heard fast footsteps on the roof above her head, followed by hovercrafts following that heartbeat. She heard the hearts within the hovercrafts, beating fast from excitement and determination. She recognized the frightened heartbeat as Audrey's. Swearing quietly, she released the two dealers, knocked them unconscious, and ran out of the bar, shooting an energy grapnel into the sky. As soon as the grapnel grabbed a hold, she pulled herself up and swung into the air, landing on a rooftop and running after the hovercrafts, which she could see were NYPD-issue.

She jumped onto the rear hovercraft, landing silently and using the magnetic clamps on the soles of her gloves and palms of her hands to remain attached as it flew. She watched as they pursued a swiftly moving girl dressed in a copy of Spider-Man's original costume – _Audrey,_ Fearless thought – and Fearless could see her quite clearly despite the speed of her movement, such was the benefit of her enhanced sight. When the hovercrafts finally cornered Audrey, Fearless chose that moment to make her move. She leaped off the hovercraft and slashed the turrets in the hovercrafts with her chain blade.

Landing agilely on the rooftop, she looked at Audrey. "Come with me."

She could see Audrey's posture was still tense, still prepared to flee. She just didn't know if Audrey would flee with her or take her chances by herself. To the spider-like girl's credit, she ran toward Fearless, who took her by the hand and asked, "Do you have any webbing?"

"No," Audrey replied.

"Then hang onto me," Fearless answered, jumping off the rooftop while Audrey held her and launching an energy grapnel at one of the buildings across. Fearless didn't find it easy to swing while carrying Audrey's weight on her back, but she was strong enough to carry that weight. And Audrey was shifting to distribute her weight just right. . . .

_Not now, Karin,_ Fearless thought as she swung with Audrey. _You have a job to do. Still, this may just be the beginning of a beautiful partnership._

* * *

End Notes: There you have it. Now you have the introduction of the Tomorrow Initiative's version of Daredevil. You'll see in due time how she came to have powers resembling Daredevil's and why she's hooked up with the X-Men. You'll also see what Spider-Man is doing with the X-Men, why I described the X-Men as a cell, and the answers to other mysteries I've brought up in these first two chapters. Let me know what you think of what I've done, both good and bad.


	3. Between Dreams and Nightmares

"Marvel: Tomorrow Initiative"

Chapter 3: "Between Dreams and Nightmares"

Disclaimer: The universe depicted here largely belongs to Marvel Comics in terms of settings, concepts, and character archetypes. I only own certain specific characters, as I came up with them myself.

Author's note: This chapter is going to show you Audrey's introduction to the X-Men and induction into the anti-registration forces. It will also develop the relationship between her and Karin/Fearless a little more. I won't talk too much here; I don't want to spoil what happens in this chapter. Read on.

* * *

The SHRU hovercrafts continued to pursue Fearless and Audrey. The lead hovercraft fired a laser net at the two girls, but Fearless whirled and slashed through it with her baton blade. She deactivated the blade extension and shot an energy grapple at a building, swinging from it while carrying Audrey. Still, the SHRU hovercrafts persisted in following them, firing laser nets at them. Fearless slashed through the laser nets, finally firing an energy grapple at one of the hovercrafts and swinging onto it.

"What are we doing?" Audrey asked.

Fearless' response was to extend the energy blade on one of her batons and stab it into the engine of the hovercraft. The hovercraft immediately began to descend uncontrollably, prompting Fearless to jump off while carrying Audrey. As they descended, Fearless withdrew her baton again and extended the chain blade, striking all the hovercrafts' engines. Immediately, the hovercrafts began to descend against the will of their pilots.

"What was that about?" Audrey asked.

"Preventing them from following us," Fearless answered simply. Catching Audrey's dismayed body language, Fearless tilted her head. "They're not going to die. They can easily eject from their hovercrafts and live to report to their bosses. In the meantime, I'm going to take you far away from here."

"Sure," Audrey spoke, her voice slightly hesitant.

With that said, Fearless swung away from the tableau with Audrey in tow. As they swung, Audrey reflected that she almost felt safe with Fearless, like she was in a familiar place with a familiar person. Almost unconsciously, she held Fearless tighter, but not so tight that she broke anything. After what seemed like an eternity of swinging through the city, they found themselves in an abandoned tunnel.

Fearless took Audrey's hand and placed it on her shoulder. "Hold onto me and you won't get lost."

* * *

Audrey obeyed, holding Fearless' shoulder and walking behind the other girl. After a certain interval, they stopped before a hidden entrance, which opened to reveal Daybreak. "You must be Spider-Woman," the pale-skinned girl greeted. "Nice to meet you."

"Um, I haven't called myself anything yet," Audrey replied bashfully.

"Come on in," Daybreak said, escorting Audrey and Fearless inside. Audrey looked around in undisguised wonder.

"This place is . . . I don't know how to describe it," she uttered.

"Spider-Woman," X-23 greeted.

"Is that a suggestion or are you picking my codename for me?" Audrey asked.

"Would you prefer to be called Audrey?" Fairbrook asked.

"How do you know my name?" Audrey asked.

"We know because we know it was you who was bitten by that spider," Fairbrook replied. "We know the spider's venom was dosed with a biochemical agent derived from the DNA of Spider-Man, which re-sequenced your DNA to resemble his, giving you powers and abilities similar to his."

"How?" Audrey asked.

Fearless unsealed her mask from her face. "We know because I'm your classmate. We know because I took a sample of your blood while you were comatose from the spider bite. We know because Milton Labs doubles as both a biomedical lab and a biotechnology firm. In its latter function, it – along with other biotech firms in this country – has been using the DNA of pre-registration heroes to recreate their powers in agents of the CSA."

"Karin?" Audrey uttered, stunned by Fearless' revelation of her identity.

"Yeah," Karin confirmed.

"I suppose that explains how I got spider-powers," Audrey said. "But that guy . . ."

"You feel guilt," X-23 said. "For what?"

"I killed him. I was trying to save a boy from these crooks and I killed one of them. Kicked him too hard and his neck snapped. Didn't even know my own strength."

"And that's why you're going to go through some training," Peter spoke up, making his presence known. "You need to know the limits of your abilities before you go out there again."

Audrey gasped. "Oh, my God. You're Spider-Man!"

"Yes," Peter confirmed. In a darkly wry tone, "Nice to meet a fan."

"You wanna take that mask off?" Impetus asked.

"No," Audrey replied. "I like it."

"Fine," Peter said. "But as soon as your training is finished, I'm giving you a new costume."

"And when do we start?"

A grim smile came to Peter's face. "Now."

"Now? But I have to go home! My parents will wake up and wonder where I am!"

"You have worse things to worry about right now. The CSA has probably already gotten your blood work from the hospital where you were staying, meaning you _can't_ go home. _Ever._ To do so would be to endanger your family and friends, assuming you don't intend to go to one of their training camps."

"I don't want to go, anyway, but how am I a danger to my own family?"

Karin cut in. "If you have powers, you have to register. If you're registered, you have to become part of the CSA's Initiative. There's no choice. You don't get the luxury of a boring civilian lifestyle if you have powers. I learned that the hard way."

"That isn't right."

"Of course not, but there's a superhuman cold war going on right now. The major powers of the world are scrambling to compete with the United States' arsenal of super-soldiers and the U.S. government is scrambling to remain king of the mountain."

"Arsenal? You talk as though we're nothing but weapons."

"To the humans, that's all we are. Weapons concealed in human visage."

"What about this superpower replication project? Where are they getting the DNA from?"

"They've had the DNA for years; superheroes bleed, too. In Captain America's case, they had an entire corpse to work from."

Audrey's hand went to her mask-covered mouth in shock. "This . . . this is just wrong. How could they do this?"

Karin scoffed bitterly. "It wasn't like people didn't try to fight it at first. But when everyone who either spoke out peacefully or took up arms against it started getting neutralized in some fashion, people eventually got the hint."

"It's not as if this is a whole new thing," Daybreak observed. "My grandfather was from the future. He knew and taught me what sort of fascism could be allowed to flourish if the people let it happen. And let it happen they did. The ones who didn't lose their will to fight, like us, went underground to avoid imprisonment or death. We're still fighting. Sometimes, it feels like we're the only ones who are."

"Now do you understand?" Peter asked. "Do you understand the magnitude of what you've stumbled into?"

Audrey nodded shakily.

"Then let's begin. Follow me."

* * *

Audrey followed Peter to an arena-like chamber with a monitor room set above. "What is this place?"

"A VR-simulated combat environment, a.k.a. the Danger Grotto. Here is where you'll train until you get a handle on your powers." He pointed to the monitor room. "That's where I'll be, controlling the simulated environment. Your job here is to stay alive." With that said, he departed for the monitor room, leaving Audrey alone in the Danger Grotto.

Soon enough, the Danger Grotto began to quietly fade out, replaced by a city environment. Time immediately slowed down and Audrey found herself flipping away from a tail attack by the Scorpion. Metal pincer-tipped tentacles shot at her, only for her to dodge those as well. Lightning bolts came down on Audrey, almost too fast even for her to dodge. In fact, one of the lightning bolts grazed her side. A wave of sand came down on her and she leaped up to evade it, only for it to hit her legs and knock her down.

Audrey tumbled backwards and onto her feet, rising up to find herself surrounded by the Scorpion, Dr. Octopus, Electro, and Sandman. "I count four of you. Aren't you supposed to be the Sinister _Six?_"

"Don't waste time taunting them," Peter's voice coldly advised from within the monitor room. "Just take them down."

Dr. Octopus shot his tentacles at Audrey again, but she jumped up and out of the way, coming down on him with a kick to the head. Unfortunately, one of his tentacles looped around and grabbed her leg. The other tentacles looped around as well, binding her other leg and her arms. Audrey struggled in the tentacles' grip, but they were even stronger than she was.

"End simulation," Peter's voice spoke and the simulation disappeared, leaving Audrey to drop on her rump. "Not an auspicious start, Audrey."

"I'm new at this," Audrey protested.

"If that had been the real Dr. Octopus, you'd be dead now," Peter answered bluntly, "which is why we're going to try this again until you learn how to coordinate your spider-sense with your reflexes so that you don't screw up like that again."

"Spider-sense?" Audrey asked.

"That tingling feeling in the back of your skull that warns you of danger," Peter replied.

"I don't get a tingling feeling," Audrey said. "Time just slows down."

"Even better," Peter said. "Now try again."

The simulation restarted and time slowed once again for Audrey, enabling her to dodge Dr. Octopus's tentacles. This time, she grabbed the two tentacles that were shooting at her and flipped over them, striking Dr. Octopus in his more vulnerable body. The strike sent the mad scientist flying off the rooftop. Scorpion attacked next, swinging his tail at her, but she jumped over it and kicked him in the head, disorienting him enough for her to get in a few more hits. Electro shot his lightning bolts at her, but she stayed aerial to avoid his bolts.

Sandman extended his arms into a rolling wave of sand, but she jumped over it and kicked him in the head. His head shattered into scattered particles of sand but quickly regenerated. Electro shot a lightning bolt at Audrey, but she leaped out of the way to tackle him. After several seconds of rolling around on the rooftop, she kicked him off her and jumped off the ground in case he had any funny ideas like shocking her while she was grounded. Scorpion's tail shot forth at her head, but she touched it, attaching herself to it, and swung on it to kick him in the head.

Audrey leaped off the Scorpion's tail and kicked Electro again as he tried to sneak up behind her. Dr. Octopus made a return appearance, shooting his tentacles at her, but she dodged each and every one of his attacks. Getting an idea, she flipped over toward Electro's position, prompting him to shoot a lightning bolt at her. She moved out of the way of the lightning bolt as Dr. Octopus shot his tentacles at her. The lightning bolt connected with the tentacles, shocking Dr. Octopus out of commission.

The remaining three villains attacked Audrey with sandblasts, lightning bolts, and a scorpion-like tail. She dodged all of them, diving off the rooftop and ricocheting between buildings. That didn't stop the villains from coming after her, Sandman turning himself into sand and sliding down the skyscraper façade, Electro zapping himself after her, and Scorpion jumping to tackle her. When Audrey ricocheted over to the façade of the skyscraper off which she had initially jumped, the sand prevented her from clinging and she tumbled down the façade, only to be wrapped up in Sandman. When Electro made the mistake of firing a lightning bolt at Audrey while she was tangled up in Sandman, he turned the sand into glass and she broke free, shattering the Sandman.

She leaped into the air and brought both fists down on Electro, sending him crashing down to the ground. Now all that was left was the Scorpion, who was clinging to the façade of the skyscraper via pincers in his gloves. He jumped off and lunged at Audrey, only for her to jump into the air and kick him. She reached between his legs and grabbed his tail, swinging him around as she descended and finishing by body-slamming him into the ground.

She flipped off him and onto the façade of the far skyscraper. "How's that?"

"Better," Peter's voice spoke, ending the simulation. Audrey fell again, this time flipping in midair and landing in a graceful crouch. "Looks like you actually used your brains."

"How long have I been at this?" Audrey asked.

"It's almost sunup, judging by my time," Peter replied.

"I have to go back home," Audrey insisted.

"You can't," Peter stated coldly. "If you do, the CSA will find you. They will connect the 'Spider-Woman' that was being chased by the NYPD's Cape-Killers to the young girl that was bitten by a spider they'd experimented on. And then they will come for you and if your family or friends put up a fuss, they'll be taken out of the picture. Is any of that sinking into your head?"

"I need to see my family. I need to at least say good-bye to them, if I'm never going to see them again."

"What exactly are you failing to grasp here?" Peter asked. "The fact that as it stands, you'll be a danger to your family and friends just by being near them? Is something about that not sinking in? Is it the danger part that's not clear? Will it become clear when you're standing amidst corpses that used to be your family, that used to be your friends? _Will it?_"

* * *

Audrey took a few steps back before running out of the Danger Grotto. She ran past the X-Men and Karin, X-23, Impetus, and Karin seeing her clearly due to their abilities. Both X-23 and Karin's advanced senses detected Audrey's distress. Impetus was about to run after Audrey, but Karin snapped her arm out, thus blocking him. She gave him a stern glare before running after Audrey, leaving her mask behind.

Karin caught up with the spider-like girl midway in the tunnels leading to the X-Men's base. "Audrey! Audrey, wait!"

Audrey turned around, looking at Karin through a mask that made reading her emotions through her face impossible. Fortunately for Karin, she didn't need to see Audrey's face to know how she felt. She knew Audrey was scared, confused, and frantic with worry for her family and friends. She slowly began to walk toward Audrey, keeping her hands visible at all times and giving the younger girl every opportunity to flee. Audrey just stayed still, watching Karin walk toward her while her body tensed in preparation to fight or flee.

Finally, Karin was standing right before Audrey . . . and Audrey was stunned at just how tall Karin was. Roughly five feet ten inches by her estimate, considerably taller than her five-foot-six self. That astonishment didn't show on her face, as it was still concealed by her mask, but it was evident in how she tensed up again. Karin gently reached down and found the seam connecting Audrey's mask to her costume, unsealing it from the front.

Audrey tensed up again, to which Karin answered, "I already know who you are. You already know who I am . . . trust me, please."

Audrey must have heard the sincerity in Karin's voice, as she relaxed slightly and allowed Karin to remove her mask. Once the mask came off, her hair spilled out in tangled, slightly frizzy brown curls. Her "deer in headlights" expression was clear as day on her face, almost literally as Karin could see despite the lack of immediate light sources. Karin gently pulled Audrey into an embrace.

"I promised you while you were still in the hospital that I would be here for you. I intend to keep that promise. Do you hear me? I'll be here for you."

Audrey looked into Karin's eyes, seeing nothing but sincerity in them, and tears seeped out of her own eyes. Karin held the younger girl, letting her weep for the life, the family, and the friends that were now lost to her. As Audrey wept, Karin thought of the life she had had before becoming Fearless, of the friends and family that she could never see again. She had been alone then . . . and now she wasn't, not anymore, not ever again.

* * *

Meanwhile, Peter had passed by the X-Men, who were all staring at him as though he had single-handedly murdered each of their beloved pets, on his way back to his lab. He acknowledged all of them with a simple glare, voicelessly saying, "What?"

"Audrey ran away!" Impetus exclaimed. "What the hell did you do to her, you ass?!"

"Watch your mouth," Peter spat in response. "And I did nothing. Nothing but prepare her for reality."

"And what reality is that?" Daybreak asked softly. "A world of suffering? A world where she is to be exploited simply because of her abilities, abilities she did not even ask for? A world where she will be forced to hide for the rest of her life simply because of what she can do?"

"Yes, that reality," Peter answered bluntly. "A reality we have been fighting a losing war against for decades."

"You have your doubts, why don't you go back to your friend Tony?" Impetus asked.

"Enough, Impetus," Fairbrook spoke up. "This isn't the time."

"Doesn't mean you get the privilege of being a prick," Impetus spat at Peter, who impassively stared at the blue-haired speedster before going back into his lab. Impetus grumbled something under his breath that sounded suspiciously like, "Yeah, walk away, you son of a bitch."

"Impetuous ought to be your name from now on," Synergy remarked.

"Someone had to say it," Impetus retorted unrepentantly.

X-23 smelled and heard Karin gently escorting Audrey inside. She turned and it didn't escape her notice that Audrey was leaning on Karin for support. It also didn't escape her notice that Audrey's mask was off and hanging on her shoulders like a hood. Impetus was the first to react to seeing Audrey without her mask, darting over to her other side.

"You know, you look better in that costume than he did."

"Thanks," Audrey answered wanly. Karin simply tugged her gently but insistently away from Impetus. "Where's Spider-Man?"

"The bastard's in his lab," Impetus grumbled.

"What happened to make him that way?" Audrey asked. "The Spider-Man I heard of always seemed to love his work."

Daybreak sighed. "It's not my place to say, but he loved it until everyone he loved died because of it. He has no one now, no one except us . . . and he won't even let us near him."

"How can anyone be so alone?"

"Cruel circumstance and honest errors."

"We should have introduced ourselves sooner," Fairbrook said. "We're the X-Men. I'm Fairbrook."

"X-23."

"Wireless."

"Impetus."

"Sandstorm."

"Synergy."

"Daybreak."

"X-Men? I thought you guys were all . . . dead," Audrey said.

"That's what we let the world think," Fairbrook replied. "And that's what they're going to think until the government needs the threat of mutant terrorism as an excuse to go draconian on even normal humans. We're not fighting for Charles Xavier's dream anymore. We're fighting just to keep posthumans – mutant or not – alive and free."

"Why do you think they're trying to replicate superpowers?" Daybreak asked. "They don't want super_heroes;_ they want super-_soldiers._ They can't control superheroes, but super-soldiers answer directly to them. The strongest or most useful power sets are replicated and transplanted into human agents controlled by the CSA and once they've finished that . . ." A bitter smile colored her face. "A human with a mutated genome is hardly different from a mutant. In any case, they'll all be exterminated in the same way. That is our future, unless we stop it."

Karin looked Audrey in the eyes. "Will you help us stop this?"

Audrey looked Karin back in her eyes. "Yes, I will."

Instantly, Impetus was zipping around her with measuring tape, wrapping it around her bust, her waist, and her hips. "Nice. I like those measurements on a girl." He pulled the measuring tape away and used it to measure her arms and legs. "Now to get them to Parker so he can get to work on your new costume." He zipped away and into the lab, only to come out mere seconds later. "The bastard kicked me out!"

"You were probably interrupting his work," Wireless stated neutrally.

"What are you going to call yourself?" Karin asked.

"What do you call yourself?" Audrey asked.

"Answer a question with another," Karin mused. "Clever. And it's Fearless . . . because I am."

"Spider-Woman's too derivative," Audrey said. "So's Spider-Girl. And I obviously don't have the genitalia to call myself Spider-Man. Call me . . . Arachne."

* * *

End Notes: There you go. The end of the third chapter of Marvel: Tomorrow Initiative. I wanted to spend some time on the CSA Avengers, but the plot I had going in this chapter went on too long for me to do anything but a superficial glimpse and I thought these characters deserved better. You'll definitely see them in the next chapter, though. And you'll see some other familiar characters and archetypes in future chapters, as well as the X-Men in action. Until then, see you next chapter and let me know what you think, both good and bad.


	4. Avenging the Thunder

"Marvel: Tomorrow Initiative"

Chapter 4: "Avenging the Thunder"

Disclaimer: The general setting and concepts belong to and are inspired by Marvel Comics, particularly events following the Civil War event. Some of the characters belong to Marvel Comics and others are inspired by archetypical characters belonging to Marvel Comics. Everything else is mine.

Author's note: Sorry for the wait. I've been thinking of what to do in this particular chapter and I've decided that it's time to introduce a number of the characters that will prove important to the Tomorrow Initiative universe sooner or later. In other words, you'll be seeing versions of the Avengers, of the Thunderbolts, and even villains. Plus, you'll be seeing allies for Arachne and Fearless in due time, as well as Arachne's new costume. Enjoy.

* * *

Audrey Hopkins, still using her Spider-Man Halloween costume, faced down a holographic simulation of the Rhino, who was charging at her. The Rhino had built up a great deal of speed in his charge, but Audrey's peculiar version of the spider-sense had triggered again, causing time to slow down for her. She had time to measure the closing distance between them, his rate of acceleration, and with both, how long she had to evade before she was gored by his horn.

At the last second, she launched herself into the air, flipping over the Rhino and spinning to kick him in the back. The strength of her kick, added to his momentum, sent him stumbling and tumbling to the ground. Audrey landed on the street, smirking underneath the web-patterned mask she wore. The Rhino managed to rise to his feet, his face plainly expressing his rage.

"Come on, big boy," she taunted. "I'm waiting."

The Rhino charged again, but Audrey dodged and kicked him in the side, derailing him. She seized upon the opportunity to leap from spot to spot around him, striking him at each spot and evading before he could get her. He might have been far stronger than she was, but the only time he was fast was when he was charging and he didn't have the reflexes or reaction time required for a sudden change in direction or matching lighter, faster, more agile opponents.

Audrey grabbed the Rhino by his horn and tossed him down the street. She bounded down the street, moving so fast that she probably could have outrun a sports car on a highway. When she reached the Rhino's helplessly flying body, she slid underneath him and kicked him in the back, propelling him into the air. When he came back down, she put all her not-inconsiderable strength into a blow that sent him crashing and tumbling onto the street.

The holographic simulation ended and Audrey removed her mask, shaking her hair loose. "How did I do?"

"You've improved over this past month," Peter replied. "And you're starting to take what I said about superior size and strength being helpless against superior speed and agility seriously. That'll take you far in the battles to come."

"Thanks," Audrey said, exiting the Danger Grotto and entering the monitor room.

"And thanks to the measurements Impetus provided me, I've been able to make a costume that I'm sure will perfectly fit you," Peter said. "Come with me to my lab and I'll show it to you."

Audrey obeyed, walking with Peter to his lab. Once inside, he handed her a black wristwatch with a cap over where the time display would be. "Put it on," Peter instructed.

Audrey put it on. "What's the point of giving me a watch? I thought you were giving me a costume."

"The watch _contains_ your costume," Peter replied. He pointed to a button on the top right "corner" of the watch. "Press that button and the suit will activate."

"If you say so," Audrey replied skeptically. As soon as she pressed the button, the cap opened and a swarm of nanomachines began to pour out of the watch. As the tiny machines swarmed over her arm and hand, they began to connect to each other via tiny fibers. "What's happening to me? What are they doing?!"

"They're making your costume," Peter explained. "You see, I programmed the schematics for your costume into the nanomachines that are covering your body. They connect to each other via special nanofibers, which will make up your costume."

Audrey was staring at Peter with astonishment and a little bit of fright as the nanomachines continued to spread over her body. At this point, they covered both of her arms and her torso and were extending down her legs. She could see a definite design and coloration forming for the costume. The body of the suit was dark red with a stylized silver spider emblazoned on her torso. The first pair of legs went over her shoulders and down her back, while the second pair extended into stripes that went down her arms and stopped in the form of arrowhead shapes on the backs of her hands. The third pair of legs went around her sides and to her back, connecting with the first pair of legs in a rough X pattern, while the fourth pair of legs extended down her legs, which were rapidly being covered by the swarm of nanobots.

"Whatever you do, keep your mouth closed," Peter said, "or the nanobots will flow into it and suffocate you."

Audrey pursed her lips tightly as the nano-swarm moved up her neck and over her chin. She waited with a mixture of anticipation and terror as it covered her head completely. When the process was finished, she examined the costume on her body. It clung to her so tightly that it was almost like a second skin. She could see clearly through large, vaguely insect-like lenses in her mask.

"What can this thing do?" she asked.

"Glad you asked," Peter replied. "If you're wondering why the suit is thicker in the wrists than everywhere else, that's because that's where the web-shooters are built in. Inside the fingertips of your gloves are pressure sensors electronically connected to those web-shooters. When you press your middle fingers hard enough against the palm of your hand, the pressure sensors will trigger the web-shooters. Pressing all your fingers against your palm will trigger impact webbing, sedative darts called stingers, or even tracers depending on how you manipulate your wrist muscles."

"Cool," Audrey said.

"And that's not all," Peter went on. "The suit is also capable of magnified vision and seeing into the infrared and ultraviolet spectra and there are receptors built into it to pick up sound over long distances or through walls. A more useful function, though, will be a cloaking function that renders you invisible to electronic surveillance. As long as you remain out of sight, no one will know you're there."

Audrey flexed her fingers. "I'm looking forward to going out there already."

* * *

On an island somewhere in the Pacific, a blast resounded. The blast came from an opaque dome base that belonged to the terrorist organization Hydra. The cause of that blast was agents of HYDRA shooting an energy cannon at a swiftly moving man dressed in a suit that consisted of blue chain-mesh surrounding red-and-white stripes reminiscent of those on the American flag. His head was partly concealed by a white-winged blue mask that covered everything except his eyes and the lower half of his face. His hands and feet were covered by red gloves and boots that went up his forearms and calves. He held a red-and-white circular shield with a black-framed star in the center.

He was Robert Stephens, Captain America.

Captain America threw his shield at the far wall, sending it ricocheting all over the base until it sliced the cannon in half. When it came to him, he smoothly slid his arm underneath it and into straps attached to the inside. He leaped into the midst of the HYDRA agents and swung his leg out into a roundhouse kick that knocked the breath out of one. He bashed another with the shield, knocking him out cold.

The others regained their bearings and began to shoot at him, but he dodged with liquid grace and agility. He threw his shield again, sending it into a pattern of ricochets that knocked the guns out of their hands. Captain America rushed the HYDRA agents, battering them into general helplessness with single blows for each of them.

"_Why don't you save some for the rest of us?_" a synthesized voice asked.

Captain America looked up and saw a man-shaped figure in sleek, metallic scarlet and bluish silver. It was high-tech armor, covering his entire body and flexible enough to allow him freedom of motion. His gauntlets, legs, and shoulders were scarlet in coloration, while his midriff and arms were bluish silver, as were pads on his knees, outer calves, and outer thighs. His helmet was red with a bluish silver faceplate and glowing pale gold eyes.

"Iron Man," the super-soldier acknowledged.

Just then, the other six Avengers showed up. The first to come was a speeding Blitzkrieg, garbed in a short-sleeved black running suit accented with a tire tread-like design running down the middle of said suit. The emerald behemoth known as the Hulk, the godly powerhouse known as Thor, and the bombshell – in more ways than one – known as Warbird followed him inside. Holding up the rear were a miniature woman with insect wings and wearing a vaguely insect-like helmet (Sting) and a cloaked redheaded woman known as Arcane.

A voice spoke up on some sort of intercom. "_I suppose I'll just have to send better after the likes of you._"

"Sure, Madame Hydra," Warbird commented. "Try whatever you like."

Just then, a smaller contingent of HYDRA agents – identified by dark green body armor – poured in to confront the Avengers. These agents had been subjected to genetic engineering that had enhanced their strength, speed, stamina, and resilience. These agents could not be so easily brushed off, not even by the Avengers.

"Avengers . . . time to take out the trash," Captain America called out.

"Leave them to me, Cap," Blitzkrieg whispered. "I'll take them all out in a second."

"No, Blitz," Captain America answered. "We do this together."

"Fine, but I bet I can take more of them out than the rest of you put together," Blitzkrieg said.

Just then, a fed-up Warbird flew at one of the super-agents and punched him across the room. His armor managed to absorb most of the hit, but the force was enough to send him crashing into the wall. He bounced off and rolled onto his feet, drawing his sidearm and firing at Warbird, who maneuvered through the air to avoid the pulse blasts.

Iron Man slammed his hand onto the floor and channeled a repulsor blast through it, shocking all of the super-agents. The blast wasn't enough to keep them down, but it did give the Avengers a momentary advantage, which Blitzkrieg took in the form of a lightning-speed assault that felled several of them. As fast as they were, they were no match for a supersonic speedster. Thor began a literal lightning war, using his hammer to blast the super-agents with electricity. Fortunately for them, their armor was insulated against electrical shocks, but the force of the blasts still knocked them for a loop.

Hulk chuckled ominously. "Hulk smash," he quipped before laying waste to the HYDRA super-agents.

Sting buzzed around the super-agents, striking them with bioelectrical blasts. Arcane disappeared and reappeared all over the arena, giving off the illusion of teleportation or extreme speed. The effect it served was to confuse the super-agents, who didn't know where she was or whether she'd stay there. When she appeared, it was to strike them down with telekinetic pulses.

The super-agents quickly regained their bearings and began firing their sidearms at the Avengers, some of whom were too fast or too small to be hit, such as Captain America, Sting, and Blitzkrieg. Some were simply too durable or too protected to be affected very much by the pulse blasts, such as Hulk, Thor, Iron Man, and Warbird. Arcane simply generated warps around herself, absorbing the pulse blasts. Those same warps reappeared around the super-agents, striking them with the pulse blasts they'd fired from their weapons.

"Good job, Arcane," Captain America complimented.

"_We're not done yet,_" Iron Man said.

Indeed, they weren't; the super-agents were getting up again. They moved into a circle formation, surrounding the Avengers. Blitzkrieg swept his hand out and the super-agents' sidearms began to vibrate. "What the –?" one of them asked, just before his sidearm exploded into pieces. The same fate befell the others, their sidearms exploding into pieces as well.

"Not so tough without your weapons, huh?" Blitzkrieg remarked before snapping his leg out into a two-hundred-mph kick that practically knocked all the oxygen out of a super-agent's lungs.

"Is this all you have, Madame Hydra?" Thor asked. "These rejects? Do you truly think they will be enough to stand against us?"

"If you're looking for a better fight, I'm right here," Madame Hydra spoke, causing the Avengers to turn their attentions to her. She was garbed in a dark green battle suit, which complimented her lighter green hair and malevolent green eyes. Over the battle suit she wore a green cloak, which she presently discarded. "Come on, then, Avengers. I welcome you to this dance."

She suddenly vanished . . . and reappeared directly in front of Captain America, punching him in the face. Surprisingly, the punch propelled Captain America across the room. Blitzkrieg attempted to attack Madame Hydra, but she easily blocked his hyper-speed strikes and sent him flying with a strike of her own. Hulk jumped as high as the ceiling would allow him and came down with his fists raised high to smash Madame Hydra into pudding. Unfortunately for him, she was there one second and gone the next, leaving Hulk to smash the floor instead. His fists sent shockwaves running through the floor . . . forcing the other Avengers to propel themselves into the air to avoid being knocked down.

"Where did she go?" Hulk asked angrily.

"Behind you, big man," Madame Hydra whispered, striking a nerve in his spine. The Hulk collapsed instantly, shrinking back into his human self, none other than lanky CSA Agent Brandon McDougall.

Thor blasted Madame Hydra with lightning from his hammer, but Madame Hydra was gone by the time the lightning even flashed. Thor didn't even have time to gasp before Madame Hydra was in his face and kicking the hammer out of his hand. Thor went for the hammer, but Madame Hydra was faster, catching the hammer and hitting him with a lightning strike.

"You know, if this was the real Mjolnir, I wouldn't even be able to lift this," she mocked. "Of course, this is simply a technological doppelganger, just as you are nothing more than a sad attempt at imitating the real Thor."

Thor charged at Madame Hydra, intending to forcibly wrest his hammer from her, but she vanished, leaving the hammer behind. He caught it, only to be struck in the back of his head by Madame Hydra's elbow. Warbird came down with a flying kick, but Madame Hydra rolled over Thor's back to evade, resulting in Thor being the one kicked. Thor took the kick in stride, rolling up onto his back and pointing his hammer pointblank at Madame Hydra. He fired the lightning at her, but she was gone before the lightning even flashed. To her surprise, she was shot down by a combination of Iron Man's repulsors and Arcane's "quantum sorcery."

". . . How?" Madame Hydra asked.

"_I used my armor to track your motions,_" Iron Man replied. "_You may be faster than my eyes, but not faster than the tech in this suit. And Arcane 'hexed' you into reemerging where I could strike you down._"

Madame Hydra forced herself to her feet, glaring furiously at the Avengers. "You . . ."

"_Me what?_" Iron Man asked mockingly.

"Oh, you're not down yet?" Blitzkrieg asked. "Good to see. I could stand to go another hundred rounds with you."

"Surrender," Captain America ordered.

"No . . ." Madame Hydra replied, smiling grimly.

Arcane's eyes widened in horror and she quickly performed a series of hand seals. "What are you doing?" Sting asked.

"She just activated the self-destruct and we have less than a minute to get out before we all die, so shut your mouth and let me focus enough to save your lives!" Arcane yelled. She finished the seals, just as Madame Hydra moved to attack her, transporting herself and the other Avengers back to their headquarters in Stark-Kurosaki Tower. Once inside, she sighed in relief.

* * *

"Thanks, Arcane," Captain America said. "You just saved all of our lives."

"You're welcome, Bobby," Arcane answered.

"That was the first time she came to us in person . . . and she nearly beat us," Warbird said. "How is that possible?"

"She was swift," Thor replied. "That is how."

"What is she, then?" Warbird asked.

Iron Man removed his helmet, revealing the face of a Japanese-American young man, his hair mussed by the helmet. "She's obviously found a way to enhance her speed, but it's not quite like yours, Blitzkrieg. The armor analyzed her moves and it seems as though she wasn't quite in the same place we were."

"What do you mean?" Blitzkrieg asked.

"Some kind of spatial shift," Brandon replied. "Hey, I took a class under Reed Richards. I know what I'm talking about."

"I don't know whether she did it naturally or whether it was some kind of tech, but she might not be troubling us again," Sting, grown to the size of a normal human woman, remarked.

"Somehow, I don't think we'll be that lucky," Captain America remarked. "HYDRA leaders tend to be tricky that way."

* * *

Elsewhere in New York City, a white-suited man examined the girl his men had brought to him. She was pretty; they all were, but he found her particularly pretty. Her hair was a long, silky brown, perfect for pulling in the heat of the moment. The clothes his men had dressed her in did a poor job of hiding her assets, but an excellent job of accenting them. Her blue eyes were moist, filled with terror and pleading.

The white-suited man was none other than Walt Marcellus, would-be Kingpin of Crime. First, he had to find a way to get the Black Tarantula out of the picture. Stupid black-costumed freak job; who the hell did he think he was to believe he could waltz into the underworld and run it like his personal kingdom? Well, he wouldn't be running the show for long and human trafficking was always a lucrative enterprise. Of course, it was one that the Black Tarantula, with his self-righteous "honor code," would never enter. His loss.

"I think I'll keep you after all," Marcellus decided.

The girl burst into tears, pleading with him in as much English as she knew to let her go back to her family. Marcellus just stared at her with not an ounce of remorse; it was just the price of doing business. Behind her the four men who had brought her to him stood, ready to stop her if she attempted to flee. Inevitably, that was what she did, she turned around in preparation to run away, only to be stopped by the four men, who gazed upon her with expressions that showed they would take a great deal of relish in making her regret any attempt she made at escape.

"Take her away," Marcellus ordered his men. "Break her in."

"Actually," a raspy voice spoke from somewhere above him, "why don't _I_ break _you_ in?"

Marcellus, Marcellus's men, and the girl they held captive turned their attentions to a man-shaped figure clinging to the ceiling above them. He was crouching upside down, dressed from head to toe in skintight black with a blue-gray stylized spider emblazoned on his masked face. Whiteout lenses glared at Marcellus and his men, seeming to flash with the demoniac nature of his fury.

"Tarantula!" Marcellus shouted in anger and fright, turning to his men. "Kill him!"

His men shoved the girl aside and pulled out their guns, shooting at the Black Tarantula, who skittered along the ceiling faster than they could aim. He kicked himself off the ceiling and tackled one of the men, quickly disarming him and shooting him in the chest with his own weapon. The others turned to fire on him, but the Black Tarantula grabbed the recently deceased man and used him as a shield. He then threw the man at his compatriots with superhuman force, knocking them off their feet. He looked around and saw that Marcellus and the girl were gone.

Marcellus was fleeing up the stairs to the roof access, holding the girl in tow. Unfortunately for him, when he got through the roof access and onto the rooftop, he found the Black Tarantula leaning on the hovercraft placed there. From his body language, the masked man seemed to be smirking.

"What do you want, you freak?!" Marcellus asked.

"You dead," Black Tarantula answered simply. Before Marcellus was even aware of it, the Black Tarantula had separated him from the girl and thrown him off the rooftop. He quickly became aware of it in the few seconds between the time he was thrown and the time he became a bloody smear on the street below.

The Black Tarantula looked up and caught a surveillance hoverdrone eyeing him. He tilted his head and shot a ball of web at the drone. Upon impact, the web-ball splattered into a sticky gunk that clogged up its camera. With that taken care of, he walked over to the girl to see if she was ok.

* * *

Back at the CSA's NY headquarters, Niles Jason Gyrich looked at the now-blank feed from the surveillance hoverdrone that the Black Tarantula had webbed up. "Damned clone," he muttered. He decided to call in some specialists, both for the Black Tarantula and for that "Spider-Woman" who had appeared and disappeared last month. The "Spider-Woman" had been keeping out of sight since her reckless and abortive attempt at crime-fighting, but her rescuer – the one called Fearless – had remained as much a disruptive and elusive presence as ever.

Soon enough, the specialist he had asked for arrived. He was a man with close-cropped dark red hair and blue eyes. His gait bespoke power and his eyes exuded power and confidence. He wore a dark green power suit with an understated silver watch on his wrist. He was Terence Osborn, son to Norman Osborn III and great-grandson to Norman Osborn II. Like the two Osborn men preceding him, Terence made use of a Goblin identity, with the prerequisite accoutrements of the formula and the equipment, both of which he'd modified.

"You called?" he remarked sarcastically.

"Yes, I'm glad you answered my call, Mr. Osborn," Gyrich answered. "You see, I have a problem. I have three problems. Three problems running rogue in this city."

"The clone, the Spider-Woman, and the girl we subjected to the Daredevil process," Terence noted. "And I happen to know that the Spider-Woman was an accident, wasn't she?"

"Hmph, we were going to remove the venom from that spider and inject it into one of ours, but the damned thing escaped," Gyrich snarled. "I'm going to kill the bastard who let that happen."

"You want my Thunderbolts to take the three of them out," Terence deduced.

"Prescient, aren't you?" Gyrich answered. "Yes, that's exactly what I want you and your Thunderbolts to do."

"Then that's what we'll do," Terence stated evenly.

* * *

End Notes: The Avengers and the Thunderbolts will prove important later on, as they will both meet and fight Arachne and Fearless later on. Of course, Arachne and Fearless will later form their own team and Fearless will be taking Arachne out on the town in the next chapter. Look forward to that, and let me know what you think.


	5. Ultimate Jailbreak

"Marvel: Tomorrow Initiative"

Chapter 5: "Ultimate Jailbreak"

Disclaimer: The universe, as well as assorted characters and character archetypes, depicted here belongs to Marvel Comics. I make no profit from this except grim satisfaction that someone might be reading this.

Author's note: This chapter is going to cover Audrey's first battle as Arachne, but she won't be alone. In this chapter, she will be meeting her future allies, as well as some future enemies. There will also be more development of her relationship with Karin, a.k.a. Fearless. In the meantime, on with the story.

* * *

Audrey met Karin and X-23 in the Danger Grotto. Karin was garbed in her Fearless attire sans mask and X-23 was garbed in her X-Men uniform. Audrey simply wore a black sleeveless hoodie with a circle-X zipper and black sweatpants with gauze bindings wrapped around her hands and feet and extending to her forearms and calves. The wristwatch containing her suit rested over the bindings on her left wrist.

"Ready to begin?" X-23 asked.

"Not quite," Audrey replied, pressing the button on her wristwatch that would activate her suit. Within seconds, her body was covered by a spreading coat of nanotechnology that wove itself together to form her costume. "Now I am."

Karin removed her batons from the bracers on her wrists and put them together as a pair of nunchaku connected by a red energy string. X-23 unsheathed twin claws from each fist and lunged at Arachne, who flipped over her to avoid X-23's claws. Arachne's perception of time slowed and she became aware of Karin's nunchaku flying toward her ankle, attempting to ensnare her. She twisted in midair, evading the nunchaku, and fired a web-line at Karin, who rolled out of the way and pulled back her nunchaku.

Karin split her nunchaku into two batons and extended the energy blades on both. She rushed Arachne, who was also being rushed by X-23. Arachne jumped into the air, only for X-23 to quickly flip into the air, rebound off Karin's shoulders, and push herself into the air after Arachne. The web-slinger spotted X-23 soaring through the air after her.

_Time to test these,_ she thought and clenched her fists hard, tensing her wrist muscles just right . . . and balls of webbing flew at X-23. The web-balls exploded into cocoons of webbing that trapped the clawed mutant. Arachne let gravity take hold and plummeted downward, slamming into X-23's cocooned form to hasten her descent. She flipped off X-23 and dodged Karin's energy chain blade, running toward Karin and sliding into a low kick meant to trip the older girl.

Karin simply flipped over it, her eyesight advanced enough to perceive fast-moving objects without blurring. She whirled to extend her chain blade toward Arachne again, only for Arachne to bend over backwards to evade it. The backward bending turned into a one-handed handstand, Arachne using her free hand to fire a restraining length of web at Karin, who sliced it and came at Arachne.

The web-slinger spun on her hand into a barrage of highly fast kicks, not all of which Karin could avoid. Arachne pushed off her hand and flipped into a kick that Karin caught with her hand, pushing the younger girl into the air. Arachne flipped onto the ceiling and dived off it, spraying webbing at Karin. The Girl Without Fear sliced through the web but by then Arachne had landed a hard kick on her shoulder. Karin was grateful that Arachne had learned to hold back her considerable strength; otherwise, her shoulder would have been dislocated.

"Not bad," Karin commented.

"Thanks," Arachne answered, even as she tripped a charging X-23 (who had freed herself from the web cocoon). The undeterred X-23 rolled her hips and swung her foot up, the claw projected from it headed for Arachne's stomach. Arachne jumped back and fired twin web-strands at the ceiling, swinging on them and flipping off them into a kick to X-23, who caught her by the ankle and redirected the momentum of her kick into a throw that sent Arachne skidding on the floor of the Danger Grotto. Arachne slammed her elbow onto the floor to slow her skid. Fortunately, the nano-suit held together, protecting her body from would-have-been-painful friction.

Arachne flipped backward and onto her feet. She clenched her fists tightly, pointing them at Karin and X-23 and tensing her wrist muscles differently than she had before. Small black-and-red darts shot out of her web-shooters and at Karin and X-23, who dodged or deflected them.

"Gonna have to do better than that," Karin jibed.

Arachne flipped into the air and twisted over Karin's head into a fast kick that would have connected if Karin hadn't blocked it. Undeterred, Arachne twisted again and swung her remaining foot into another kick. Karin blocked that, too, forcing Arachne to push her torso forward so that she could head-butt Karin. Arachne became aware of X-23 charging her exposed back and pushed Karin away while flipping backward to avoid X-23's assault. She fired her web-shooters, trapping X-23's arms against her torso with webbing.

Karin used her energy blade to cut X-23 out of Arachne's webbing. X-23 picked up Karin by her sides and whirled, throwing her at Arachne. Karin extended her baton-blades, holding them ready for Arachne, who pulled back her fist in preparation to knock Karin down once she got close enough. Karin tucked her body in for a somersault, lashing her blades out once she opened up, only for Arachne to dodge, but barely.

Arachne fired a restraining line of webbing at Karin, who reacted fast enough to grab it and use it to yank Arachne toward her. Karin extended her blade toward Arachne along the web-line, but Arachne let go and flipped in midair, kicking Karin in the head. Again, Karin was grateful that Arachne had learned to control her strength, but the kick had strained her neck.

Just then, Arachne's spider-sense went off and time slowed once more. She whirled to catch X-23's kick, only to be forced to let go when X-23 shot her clawed fist at her. Arachne flipped backward and landed on her feet. X-23 lunged at Arachne in a speed burst that took Arachne aback enough for X-23 to score a successful hit on her, retracting the claws so Arachne was not seriously hurt. Nonetheless, it was forceful enough to cause Arachne to bend double.

"That'll be enough for now," X-23 said.

Arachne rose to her full height, willing the mask to recede into her neck so her face could be seen. "That was some workout."

"I know," Karin said, rolling her neck muscles. "You were good, Audrey. Really good. You held your own against both me and Laura."

"Where do we go from here?" Audrey asked.

"We go to get some help," Karin replied, walking out of the Danger Grotto with X-23.

"For?" Audrey asked, following the two.

"Exposing the CSA's posthuman termination project," Karin clarified. "You have to remember; that's the whole reason for the superpower replication process. Making us unnecessary makes it easier for them to eliminate us. We're going to stop them, but we're going to need help."

"And where are we going to get that?" Audrey inquired.

"We're going to get it from the posthuman holding facility here in the city," Karin answered. "I have some good friends in there."

"Who's the holding facility for?" Audrey questioned.

"Anybody found to have powers without registering," Wireless replied. "They separate the vigilantes from those engaged in criminal activity other than fighting crime without a license. A good idea, considering how many times the vigilantes have bested the criminals."

"Let's see if I've got this straight," Audrey said. "We're going to stage a jailbreak?"

"Yes," Karin answered, donning her faceplate.

"Impetus, Wireless, you're coming with me," X-23 said. She turned to Fearless. "And I'm going with you and Arachne."

"What about the rest of us?" Fairbrook asked.

"You'll bodyslide in if we need your help," X-23 replied. "I hope it doesn't come to that."

* * *

The three X-Men, along with Arachne and Fearless, got on the _Blackbird,_ which was a sleek jet with hypersonic and stealth capabilities. Wireless took the controls, while X-23 sat next to him and Impetus, Arachne, and Fearless sat behind them. Wireless started up the _Blackbird,_ proceeding to open the base exit. He piloted the _Blackbird_ toward the exit from the base and when he shot out, he shot out into open air.

"This thing has stealth equipment, right?" Arachne asked.

"If they have anything that can detect this plane, they deserve to catch us," Wireless answered with a slight impish smile.

They made it to the holding facility within mere minutes, Wireless setting the _Blackbird_ to "hover." Arachne, Fearless, X-23, and Impetus exited the Blackbird, with Wireless not following. "Why isn't Wireless following us?" Arachne asked.

"Combat's not his specialty," X-23 replied.

"Tech support is," Impetus added. "He does us more good by using his mind to break into their networks and shut them down. That's how we're going to get inside and that's how we're going to get our vigilante friends out."

"What about the crooks?" Arachne asked.

"Hate to break it to you, but the vigilantes committed no other crime than being heroes without the approval of the government," Fearless replied. "The crooks, on the other hand, chose to use their abilities to hurt other people. They stay in holding, from which they'll be transferred to the Raft or the N-Zone prison, where they can't hurt anyone anymore."

"It doesn't seem right, that's all," Arachne mumbled.

"We're caught between two bad choices," Fearless said. "Either allow the super-criminals to be exploited just as much as the vigilantes, or set them loose to rob, rape, and murder again. We're just picking the choice we can more easily stomach."

"Then what makes us different from how those superheroes who were against registration viewed those who signed on with it?" Arachne asked.

"Simple: We're not the ones cooperating with an attempt to rid the world of posthumans not answerable to the government," Impetus replied.

The blue-haired speedster ran into the facility, X-23, Arachne, and Fearless following. Arachne crawled on the ceiling, following Fearless and the two X-Men through the facility. She was startled as to how nobody was detecting their approach. All they had to was keep silent, keep to the shadows, knock out the occasional guard . . . and they were in the clear. Somehow, it seemed all too easy for the rookie rebel.

She was proven right a second later when Impetus went flying down the hall . . . not of his own volition. She fired a web between the walls to catch him. Impetus bounced off the web and gave Arachne a "thumbs up" gesture. Arachne jumped off the ceiling and flipped to her feet, standing beside Impetus. "Who did that to you?" she asked.

"Ask him," Impetus replied, pointing down the hall.

A man with crew-cut black hair and dressed in a black guard uniform walked down the hall. The guard uniform had little adornment save for silver shoulder guards and red trim along the zipper of the jacket. His blue eyes stared grimly at the two teens, along with Fearless and X-23. He walked closer to them, his sidearm holstered on his hip.

"Hello. My name is Warden Darien Locke," the man stated. "I guard this place."

Arachne shivered slightly. _This guy reeks of danger._ She could feel her perception of time fluctuating, slowing down and speeding up to normal, then slowing down again. That had to mean that this Warden Locke was particularly dangerous.

"Are you going to leave, or do I have to lock you up here, too?" Warden Locke asked threateningly.

X-23 unsheathed her claws. Fearless detached her batons from her bracers and extended the energy blades. Arachne tucked her middle fingers into her palms. Impetus just stood there and did his best to look badass.

"I see you've made your choice," Warden Locke mused coldly.

There was no warning. One second, Warden Locke was standing there. The next second, he had punched Fearless in the stomach. Fearless took the hit and slashed at him with her baton blade, only for him to smack it aside and grab her by the throat. Arachne lunged to kick Warden Locke away from Fearless, but he seemed to anticipate her and kicked her. The kick came with superhuman force behind it, enough to knock the breath out of her and knock her to the ground.

Warden Locke dropped Fearless and was about to go for Arachne when X-23 slashed him with her claws. Unfortunately, his guard suit was made of light vibranium-mesh and it survived her attempt to slash him. He grabbed her by the wrist and threw her overhead, but she flipped in midair and kicked him in the head, taking the opportunity to slice his throat with her foot claw. X-23 landed on the floor, skidding.

To X-23's surprise, Warden Locke's throat stopped bleeding . . . and healed itself. She gritted her teeth; this would just make putting him down harder, especially since he had armor protecting his body. Resigning herself to that task, she unsheathed the twin claws on her hands and lunged at him, only for him to dodge her swipes. He grabbed her wrists and held them above her head. Her answer was to swing her feet up to kick him, popping the claws there into his stomach. Unfortunately, the adamantium of her foot claws and the vibranium of his body armor canceled each other out.

Warden Locke kneed her in the stomach, sending her flying down the hall. She flipped backward and landed on her feet, only for Warden Locke to speed behind her and whirl to kick her. This time, she ducked under his kick and rose with a clawed punch. She slashed him across his face, digging underneath the skin and into the muscle and bone. Warden Locke growled furiously as his face repaired itself and shot his fist at her, only for her to dodge and swipe her claws at him again.

Warden Locke dodged the swipe and struck her forcefully in the chest, knocking her back. Impetus rushed the Warden, battering him with a barrage of hyper-speed punches. Unfortunately, he didn't seem to be putting a dent in the man at all. "Why! Won't! You! Fall! Dammit!" the speedster yelled.

"I'm made of sterner stuff, that's why, kid," the Warden replied. Impetus darted behind him and whirled into a roundhouse kick, only for the Warden to block it with ease. With one swift, brutal strike, Impetus was sent flying down the hall.

Suddenly, a strand of web wrapped around the Warden, binding his arms to his torso. More strands joined the first, forming a sort of cocoon around his torso. The Warden struggled fiercely in the web, but he couldn't break free. "What is this crap, spider's webbing?" he asked.

"Of a sort," Arachne replied, having risen to her feet. "It won't hold you forever, but then, it doesn't need to. It just needs to hold you long enough for me to do this." She drew back her fist and punched as hard as she felt she could get away with, considering his strength and resilience. Fortunately for her, he fell down . . . and didn't immediately get back up.

"Wireless?" X-23 asked over her communicator.

"_Finally gotten past the part of their security network that keeps the prisoners inside,_" Wireless replied.

"Remember, the vigilantes, not the criminals," X-23 instructed.

* * *

The first thing to shut off in the vigilantes' cells was the power-dampeners that kept them from using their powers to break free. With those disabled, they found it easy to escape their cells, whether through strength, some form of instantaneous transport, energy projection, or some more exotic power. Those whose powers were not easily lent to busting out of holding cells were helped by those whose powers _were_ easily lent to that sort of thing.

As the escaped vigilantes began to move through the prison toward freedom, Arachne's sense of time began to shift, alternately slowing down and speeding up to normal. "Oh, crap . . ."

"What is it?" Fearless asked.

"We're in trouble," Arachne replied.

Indeed, they were. Humanoid figures clad in blue-and-fuchsia armor emerged from the hidden areas of the prison, their optical lenses glowing red. "_Return to your cells now!_" an all-too-human voice boomed out from beneath one of the armors.

A blue-furred girl, strongly resembling the historical X-Man Nightcrawler, teleported in front of the armored figure. "And what if we say, 'Hell, no'? What're you gonna do about it?"

"_Wilhelmina Katherine Jacobs, you do not want to tempt me,_" the armored figure spoke.

"What are those things?" Arachne asked.

"Sentinel armors," Impetus replied. "Why waste time with clunky robots or mecha when you can equip humans with the same capabilities as those robots or mecha and let them wipe out our kind up close and personal?"

Wilhelmina simply stuck her tongue out at the Sentinel armor and teleported. The Sentinel armor merely whirled and fired right where she appeared, scoring a direct hit on her. Wilhelmina collapsed on the floor, prompting a young man dressed in a sleeveless black suit with red wire-like piping running through it to snarl in rage. This young man was the Winter Soldier, but not the Winter Soldier formerly known as the original (and, in most people's minds, the true) Captain America's sidekick Bucky.

It was his grandson, and he was every bit as formidable as his grandfather, and very pissed off at the moment.

The Sentinel-armored one blasted the Winter Soldier with laser turrets built into his wrist. The Winter Soldier dodged the laser beams with superhuman quickness and flipped over the Sentinel armor. He kicked the armor in the back of the neck, only to bounce right off. Undeterred, the Winter Soldier valiantly avoided the Sentinel armors' attacks on him. After all, as long as they were concentrated on him, they wouldn't pay too much attention to the others.

Suddenly, a satchel flew through the air. One of the Sentinel armors took aim at it, but Winter Soldier snatched it out of his reach. Opening the satchel, he found his weapons. He spotted a caramel-skinned young man, tall and muscular and clad in street clothes, grinning at him before punching another Sentinel armor in the chest.

"I suppose that was you," Winter Soldier remarked. "Thanks."

"No prob," the street-clothed young man replied, dodging the Sentinel armors' laser fire. After all, as durable as he was, high-intensity lasers could still hurt him.

Winter Soldier pulled a high-intensity laser rifle out of the satchel and fired it one-handed at a Sentinel armor. The laser burst put a crack in the armor, but didn't shatter it. Taking the opportunity, the Winter Soldier leaped into the air and spun into a kick right to the damaged part of the armor, sending it and the man within flying backward. The Sentinel armor managed to stop himself and retaliated with a barrage of laser blasts.

Beside the street-dressed young man, a paler and somewhat smaller young man garbed in sleek dark green with a silver bandana wrapped around the upper half of his face was striking Sentinel armors with superhuman strength and speed. He dodged their weapons fire and punched one with a chi-reinforced fist, shattering the Sentinel armor and leaving the man underneath vulnerable. The paler man, one successor to the mantle of Iron Fist, contented himself with knocking the man that once inhabited the Sentinel armor unconscious.

Iron Fist found himself back to back with the street-garbed young man, one Iron Cage. "Let's do this," Iron Fist whispered.

"Yeah," Iron Cage agreed.

The two suddenly switched positions and struck down the Sentinel armors directly opposing them. Iron Fist flipped off Iron Cage's shoulders and sliced through another Sentinel armor with his chi-enhanced hand. Iron Cage sped at a Sentinel armor and battered it with a barrage of super-strong punches. The Sentinel armor retaliated with a barrage of laser blasts, which Iron Cage dodged to the best of his ability.

Elsewhere in the battle, a silver-clad, masked and cloaked young man reached into another satchel and pulled out his weapons belt. He wrapped the belt around his hips and fastened it. A dark smile came to his face beneath the mask. "_Tsukuyomi no Ken,_" he whispered.

"Hey, 'Fist of Tsukuyomi,' mind giving me back my weapons?" a voice asked.

The silver-clad young man, marked by a crescent moon on his chest as the Moon Knight (or Tsukikishi, as he called himself), turned to the source of the voice. It was a young woman, dark-haired and exotic, clad in a red bodice and red leather pants. She was dodging the Sentinel armors' laser assault on her, almost as though she could predict where they would aim. Tsukikishi knew from experience that she was an impressive fighter, but she was sorely outclassed against these armored men.

Tsukikishi reached into the satchel again and pulled out twin sai, throwing them at the young woman, who flipped into the air and caught them. She flipped the sai and crossed them into an X. "Thanks," she said, charging the Sentinel armors while dodging their blasts.

"You're welcome, Artemis," Tsukikishi answered, throwing crescent-shaped shuriken at the Sentinel armors. The shuriken sliced the Sentinel armors but did not do much to disable them. The Sentinel armors retaliated with laser fire that Tsukikishi dodged with inhuman reflexes, thankful that the moon was out tonight. He pulled out more crescent shuriken, launching himself into the air and throwing the crescents at their optical lenses. To his surprise, the Sentinel armors fired lasers out of their optical lenses, deflecting the crescents. _Should have known it wouldn't be that easy._

Wilhelmina arose from the corner where some helpful vigilante had placed her after she'd been hit by the Sentinel armor. She flexed the three fingers on each hand and twitched the twin toes on her feet. She stretched her pointed tail and her limbs, as though she'd been merely resting instead of unconscious.

"Glad you're awake," the latest Citizen V remarked.

"Thanks," Wilhelmina replied, teleporting with Citizen V into the midst of the fight. She made herself a hard target, teleporting so quickly and instinctively that even the probability calculators in the Sentinel armors were confused. That served Wilhelmina well; as she popped in and out, the Sentinel armors ended up shooting each other instead of her. It also helped that when she wasn't teleporting, she was flipping and somersaulting and generally bouncing around.

* * *

Impetus sped around the Sentinel armors, easily evading their laser fire. He slid around one and dragged his hand along its surface, building up so much friction that the chest piece of the armor was burned off. X-23 sliced through the Sentinel armors with her claws, cutting their wearers out of the metal suits. Fearless did the same thing, only using her baton blades instead of claws. Arachne trapped the Sentinel armors in impact webbing while dodging their fire.

Suddenly, Wilhelmina teleported into their midst. "Hey, Spider-Lady!" she greeted, bouncing off Arachne's shoulders and striking down another Sentinel armor. Arachne threw herself into a cartwheel and flipped back, shooting more impact webbing at the Sentinel armors. Arachne landed beside Fearless and nodded to her before bouncing away to trash more Sentinel armors. She stuck her hand to one Sentinel armor's chest and ripped away, taking the armor's chest piece with her. The wearer of the Sentinel armor attempted to fire, but the armor was useless without the computer system in the chest piece . . . and the chest piece was gone.

"Take their chest pieces!" Arachne shouted.

X-23 and Fearless were brutal, slicing through the Sentinel armors' chest pieces with their claws and baton blades. At some points, they impaled the Sentinel armors, something that shocked Arachne when she saw it. Despite that shock, she continued dodging Sentinel armors' fire and tearing away their chest pieces. She just figured she'd have to talk to X-23 and Fearless about it later . . . and they _would_ talk about it.

Impetus was using friction to tear apart the Sentinel armors, generating so much heat with his speed that the armors burned away. Winter Soldier dropped in front of him and shot through a Sentinel armor's chest piece with his rifle. He dodged fire from several more Sentinel armors and blasted through their chest pieces as well. He didn't honestly wish to kill the men inside, but if the fire from his rifle turned out fatal, he wouldn't be too bothered. He was simply trying to survive and sometimes survival required the death of someone other than himself.

Finally, the Sentinel armors were all disabled, as were their wearers. Arachne looked out at the disarray the Sentinel armors were left in and the vigilantes that had gathered around her, Fearless, and the two X-Men. "Did we have to do all this?" she wondered.

"Yes," Fearless replied simply.

"You were killing them," Arachne said. "You and X-23."

"We were disabling them," Fearless answered. "If that required their deaths, so be it. This is a harsh, cruel world we live in. To survive, you have to be even harsher. That's how it works."

Arachne looked at her red-gloved hands. In this light, the red looked like blood. She hoped that grim thought wouldn't be a predictor of her future. In the midst of her dark musings, she felt a hand on her shoulder and unconsciously leaned into it. She looked at the hand and followed it with her eyes to its owner, Fearless.

"Is this what it's going to be from now on?" Arachne asked. "Endless fights for survival?"

"I won't lie to you," Fearless replied. "You deserve better than that. But this is what you're going to get from life from now on. Until we find a way to stop this." She looked deep into Arachne's eyes, despite the fact that her own and Arachne's were hidden behind one-way lenses. "But you're not on your own. I'm here for you. I promised you that and I keep my promises."

Arachne nodded, silently acknowledging Fearless' words.

* * *

End Notes: Well, it was mostly fighting in this chapter, but I did make sure to put in some Audrey/Karin moments. That's the important thing for me, developing their relationship. And the vigilante characters I introduced will be the allies I spoke of for Audrey and Karin; well, most of them, anyway, as some will choose to go down their own paths. Anyway, I hope you enjoyed this latest entry in this saga and let me know what you think of it.


	6. Return to Normal

"Marvel: Tomorrow Initiative"

Chapter 6: "Return to Normal"

Disclaimer: The universe depicted here is an extrapolation of the future of the Marvel Universe and thus belongs to Marvel Comics. I make no money off this story and the only profit I get is intense satisfaction from knowing that I have readers.

Author's note: As the title suggests, I found a way to return Audrey to her normal life. However, her life is never really going to be normal again. Not with the CSA gunning for her costumed alter ego and with the double life she has to lead. Plus, you will be seeing the debut of a new superhero team – unregistered, of course. For those developments and others, read on.

* * *

In the week that had followed the vigilante breakout at the holding facility for unregistered posthumans, most of the freed vigilantes had gone off on their own paths. Six of them, however, had chosen to follow Fearless and see what she had in mind. Those six were Nightshade (Wilhelmina), Winter Soldier, Iron Fist, Iron Cage, Tsukikishi, and Artemis.

Fearless had led them to an abandoned clock tower. At least, that was what it looked like on the surface. When they stepped inside, they saw a high-tech fortress. "The lower levels are the living quarters," Fearless explained. "There's a dining space, a recreational space, a living space, and sleeping areas. The higher levels are where we do our work."

"Sounds interesting," Winter Soldier remarked. "How did you set this up?"

"This state's X-Men cell helped out considerably," Fearless replied. "As well as certain sympathetic parties within the government."

"Sympathetic parties within the government?" Iron Cage echoed. "Forgive me if that doesn't make me feel good about this."

"I can understand your suspicion," Fearless answered, "but if every normal human wanted us under their control or exterminated, I never would have been able to escape from the CSA in the first place."

"Mind showing us these upper levels?" Nightshade asked.

"Why not?" Fearless replied, and walked to the antigrav lift. She stepped inside and the other six vigilantes followed her in. The lift carried all of them to the top levels. "This level here is where we hone our combat skills and perform exercises of physical prowess." The lift moved up again. "And here is where we tap the surveillance drones to watch the city and keep track of posthuman criminals." They stepped out of the lift, walking into a room with multiple flat-panel displays surrounding them.

"Sophisticated stuff," Iron Fist remarked.

"What's it all for?" Artemis asked.

"We're going to teach them a lesson," Fearless replied. "We're going to show them that posthumans don't need to be controlled by the government to shut down criminals. We're going to do it better than any CSA or S.H.I.E.L.D. pawn. And we're going to show the humans that we're not the ones they need to fear."

"The first two we can do easy, but the third sounds more like crapping bricks," Iron Cage replied.

"That's because ever since the Superhuman Registration Act became law, every politician who wants to make a name for himself – or herself – has jumped on the 'posthumans are inherently dangerous unless controlled by us' bandwagon," Tsukikishi remarked. "For Tsukuyomi's sake, those politicians keep normal humans in a near-constant state of simmering terror where people like us are concerned. How do you propose we change that?"

"We'll prove it by our actions," Fearless replied. "We will be more efficient. We will be more effective. And when the CSA pawns ultimately attempt to neutralize us, we will defeat them. We will humiliate them. Furthermore, we will wage information warfare on the CSA. We will leak so much evidence of their misdeeds to the general public that they will not be able to suppress it or ignore it."

"Sounds good, but how are we going to do that without them catching us?" Iron Cage asked.

"This computer system we have is cloaked from pretty much any digital tracking method the government has," Fearless answered.

"Stealth technology for computers," Artemis mused. "I like that."

"Where's the spider-lady?" Nightshade asked.

To the blue-furred girl's surprise, a certain crimson-clad spider hybrid lowered herself from the ceiling on a web-line. "Whoa!" she exclaimed. "Don't do that, Spider-Lady!"

"It's Arachne," the girl in the spider-styled costume replied. She pulled herself off the web-line and landed on the floor.

"How long have you been here?" Winter Soldier asked.

"Long enough to get bored," Arachne replied. "I think Fearless is on the right tack. We're not going to show normal people anything by just flagrantly violating the SHRA. We need to have a purpose. We need to show normal people that they don't need to fear us . . . or at the very least, that there are worse things to be afraid of than us."

"What are we going to call ourselves?" Nightshade asked. "I mean, if we're going to be a team, we need a good name."

"The Knights," Fearless replied.

"Knights?" Arachne echoed.

"Yes, the Knights," Fearless confirmed.

"Knights of what?" Iron Cage asked.

"Good one," Iron Fist replied.

"I wasn't joking, Fist," Iron Cage grumbled. "What the hell are we standing for with this 'Knights' thing?"

"We're standing for justice," Fearless answered. "We're standing against the oppression of our people."

"Fine," Iron Cage said. "You got me. I'm sold. Not totally, but if it means sticking it to the Man, I'm in."

"I'm in, too," Iron Fist said. "Someone has to bail you out of trouble."

"I appreciate the thought," Iron Cage drawled sarcastically.

"As long as I get my shot at that fake they call Captain America, I'm in," Winter Soldier added.

"I'm in, too," Nightshade replied.

"You don't even have to ask," Tsukikishi said.

"Likewise," Artemis chimed in.

"And, of course, Arachne and I are in," Fearless said. "There we have it. The Knights are assembled."

* * *

That was three days ago. Two days before, Audrey Hopkins had finally been able to return home, courtesy of the X-Men. Wireless had used his powers to hack into the surveillance drones and erase every trace of Audrey using her powers in civilian guise. An insider had swapped Audrey's blood sample with that of a normal human. The end result was that the CSA no longer had any hard evidence that Audrey was anything other than a normal human girl of 15.

When Audrey returned to her home, her parents and sister hugged her tightly, tears streaming down their faces. Audrey was weeping, too, overwhelmed with joy at seeing her family again. After about thirty minutes of this, her parents and sister gently released her. "Thank God you're home," Mrs. Hopkins said. "Where have you been all this time?"

Fortunately, Audrey remembered the cover story she and Karin had come up with. "I was kidnapped by a 'porter. This woman in a spider costume found me and saved me from him."

"A 'porter?" Kaye asked. "That would explain how you disappeared from your room, but why was the window open?"

"Misdirection, maybe?" Audrey replied. "Make you think I'd run away or something."

"As long as you're home," Mr. Hopkins said. "If I ever see that Spider-Woman, I'll thank her, even if she isn't licensed."

Audrey let out an internal sigh of relief. "It's been a long month for me. Mind if I go up to bed?"

"Sure," Mr. Hopkins replied.

Audrey went upstairs to her room and collapsed on her bed, nestling herself into it. She rolled onto her back, looking around at her posters of Spider-Man, the heroic Spider-Women, and Captain America. She laughed giddily. "I'm home . . ." she murmured, hugging her Scarlet Spider teddy bear.

She had spent the entire next day "recuperating from her ordeal," although Jenna had shown up with the material from last month's classes on a USB thumb drive. Audrey had plugged the thumb drive into her laptop and used it to catch herself up, spending all the daylight hours making up the homework she'd missed. When nighttime came, she paused to have dinner with her parents, engaging in animated conversation with them.

After dinner was over with, she returned to her room and resumed her homework. Her fingers flew over the laptop keys, typing in answers to homework questions. As she typed, her cell phone buzzed, prompting her to answer. "Hello?"

"_It's Karin,_" the voice on the other end replied. "_Gonna come over?_"

"Why not?" Audrey responded.

"_See you,_" Karin answered, hanging up.

Audrey saved her work and removed the thumb drive from her laptop. She put her laptop and its charger in her backpack, hooking the thumb drive to her belt loop. She jogged downstairs, shouting to her parents, "I'm going to Karin's to study!"

"Who's Karin?" Mr. Hopkins asked.

"She's the girl in my class who visited me while I was in the hospital!" Audrey replied.

"Don't come back too late!" Mr. Hopkins advised.

"I won't!" Audrey answered, dashing out the door. She walked down the street until she was sure she wouldn't be seen, proceeding to hide in an alley and remove her backpack. She pressed the button on her wristwatch, activating her costume. Within mere seconds, Audrey Hopkins was gone, replaced by Arachne, who slipped Audrey's backpack onto her shoulders and fired a web-line at a nearby building, swinging on it.

* * *

Arachne traveled in this fashion to the clock tower, spotting a convenience store robbery in progress. She dropped down on the convenience store and crawled down the front, flipping down onto the ground and walking inside. The simple act of opening the door and stepping inside caused the would-be robber to turn his attention to her, which prompted her to impact-web his gun and the hand holding it. The would-be robber attempted to run, but Arachne webbed up his legs and bound his arms to his torso. She picked up the would-be robber and used a web-line to hang him from the ceiling.

"Call the police to pick this guy up, all right?" Arachne suggested to the storekeeper. "That webbing is only going to hold for an hour or so. See ya!"

Arachne swung away from the convenience store, resuming her trip to the clock tower. As she swung, miscellaneous citizens walking the streets below pointed up at her in surprise and shock. Arachne allowed herself to drop twenty feet before shooting another web-line to catch herself and swinging up again. She dropped again, swinging between cars on the street and then launching herself high into the air again.

Arachne somersaulted four times in midair and fired twin web-lines at opposing skyscrapers, swinging from them. In no time, she made it to the clock tower, slipping inside via the door next to the clock face that gave the tower its name. "Hey, Fearless."

Karin Kusanagi, currently garbed in her Fearless attire, looked at her. "Hey yourself."

"Where are the others?"

"Elsewhere. Cage and Fist are busy trying to see who can kick whose ass in pool, Winter and Tsuki are cleaning their weapons – which is my code for 'they're polishing each other's lower organs,' but don't tell Nightshade or Artemis. Speaking of Artemis, she's practicing in the training area and Nightshade is –"

"– right here!" a teleporting Nightshade chimed in. "Now what did you say about Winter?"

"Nothing," Fearless replied.

"You said they were doing things to each other. Sex things. You must be nuts."

Fearless chuckled. "You like Winter?"

"How do you know?"

"Because your heart beats faster whenever I mention him or whenever he's near you."

"I forgot. You have super-senses."

"That I do." Another chuckle issued from beneath the faceplate. "Anyway, I'm only kidding. Winter and Tsuki are literally cleaning their weapons and not engaging in any sexual activity that I am aware of – and if they were, I _would_ be aware."

"Really?" Nightshade's expression was almost pathetically hopeful.

"Really. Although they do have excellent chemistry."

Nightshade took a playful swing at Fearless, one which Fearless dodged effortlessly. The blue-furred girl spotted Arachne, who had been watching the exchange with bemusement. "Hey, Spider-Lady!"

"It's Arachne."

Nightshade flipped over to Arachne's side, hanging off her shoulder. Arachne blushed at the close contact, although no one could tell just by looking at her. Fearless could tell, though; Arachne's body temperature had gone up a little. The Girl Without Fear narrowed her eyes beneath her faceplate in jealousy.

"Anything for us to do, O fearless leader?" Nightshade asked.

"Power Broker," Fearless replied. "We're shutting him down tonight."

* * *

Power Broker was an infamous name among the posthuman community. The original Power Broker had been around back in pre-SHRA days, putting people through a procedure that granted them superhuman strength and durability. One such person had been John Walker, who had started out as the Super-Patriot, been inducted into the CSA as Captain America, and finally become the U.S. Agent. The current Power Broker was a former S.H.I.E.L.D. official who had absconded with some PDT – posthuman development technology – and started using it to turn a profit on the streets. The problem was that he still had connections, which he mainly used to keep himself out of prison.

In a way, it was to the profit of the politicians to keep him loose. After all, the posthumans he engineered allowed them to continue pandering to the fears of the populace about out-of-control super-powered "living weapons of mass destruction." As long as that went on, ever-more restrictive policies on posthuman activity could be drafted and passed. But it wouldn't go on any more, not after this night.

Thus it was that later that night, the Power Broker found himself sitting in a holding cell. How it had happened, though . . . went something like this:

The Knights had burst in on his sanctuary, a warehouse in the seedy underbelly of the city, only to run afoul of a small army of super-strong thugs that worked for him. Fearless could hear the Power Broker getting ready to flee and had gone to pursue him, Arachne following her. As they pursued the escaping Power Broker, the other Knights busied themselves with his goons.

Iron Fist dealt chi-reinforced blows to the thugs, knocking them unconscious by overloading their nervous systems with his chi. Tsukikishi delivered Tsukuyomi's vengeance to the goons in the form of vicious punches and precisely aimed crescent throwing weapons. Artemis dodged the goons' blows by simply not being in the same spot by the time the blows would have landed, an easy trick for someone with temporal perception on their side. Winter Soldier used superior speed and agility to dodge the thugs' attacks until he got them where he wanted them . . . and then the gloves came off.

Iron Cage ducked and weaved between blows like a boxer, delivering vicious uppercuts, hooks, and crosses whenever the opportunity struck. Nightshade teleported so much she seemed to be everywhere and nowhere at once, which frustrated the thugs immensely and made it easier for her to attack them. Attacking, teleporting away, and attacking again was the strategy of the day for her.

The Power Broker had been hoping to escape while the Knights were busy dealing with his goons, but twin lines – one energy cable, one web-line – wrapped around his torso and legs, shattering his hopes of maintaining his freedom. He struggled against his bonds, but they were too strong for him to break.

* * *

That was all earlier in the night, and now the Power Broker was sitting in a jail cell. An evidence disk of the Power Broker's activities had been left for the police, as had a copy for the press. At that particular moment, the Knights were sitting in the living space of their clock tower base.

"You think it's going to get out?" Arachne asked.

"I think so," Fearless replied.

"You sure?" Winter Soldier asked. "You don't think S.H.I.E.L.D. will find a way to suppress that information?"

"The Power Broker no longer officially works for S.H.I.E.L.D.," Artemis replied, polishing her sai. "They can't very well try to quash a story regarding someone who no longer works for them without looking suspicious."

"Does S.H.I.E.L.D. even care about not looking suspicious anymore?" Iron Cage asked. "I mean, they're an international military intelligence agency. Suspicion is what they do best."

"Doesn't mean they like it being directed at them," Iron Fist mused. "Especially with all the crap that came out way back about them using forced labor to mine the Savage Land and stockpiling super-criminals as living weapons. Not to mention the crap about Stark . . ."

Winter Soldier glared at Iron Fist. "Did I say something wrong?" Iron Fist asked.

"His grandfather spoke a lot of bad about Stark," Nightshade replied. "According to him, it's Stark's fault the original Captain America is dead."

"You mean the only Captain America," Winter Soldier hissed. "The one they've got in that costume and using his shield is a fake, a liar. A puppet paraded around by the CSA."

Arachne looked at Winter Soldier sadly, her expression imperceptible behind her mask. "Your grandfather must have loved Captain America – the real one – very much."

"He lived for him," Winter Soldier replied solemnly.

Arachne found her backpack and opened it, pulling out her laptop and turning it on. She found her thumb drive and plugged it into the laptop, accessing the last homework file she'd been working on and resuming her work.

"What's that?" Tsukikishi asked.

"Homework," Arachne replied.

"How old are you?" Tsukikishi inquired.

"Fifteen, not that it's any of your business," Arachne answered. "Hey, what time is it?"

"Quarter to midnight, why?" Iron Cage asked. "Curfew?"

"Now that you mention it, yes!" Arachne cried out in panic. "My parents are going to kill me!"

She saved her work, ejected her thumb drive, and put said thumb drive away. She closed her laptop and put it back in her backpack, closing the backpack. She slung the backpack onto her shoulders and began running for the door. "See you guys tomorrow!" she called out.

* * *

As soon as she was outside, she swung away on a web-line. She swung frantically from building to building, not wasting time on acrobatic stunts. She just needed to get home before midnight and salvage something from the mess she was likely to be in. Of course, trouble had a way of finding her, despite her efforts to avoid it. Said trouble was the NYPD Superhuman Restraint Unit, which had probably been summoned by a patrol car that had spotted her.

Arachne swore silently and swung away from the SHRU hovercrafts as fast as she could move, which was pretty fast. The hovercrafts pursued her, the leader using a loudspeaker to shout at her, "_Attention, unlicensed posthuman! You are in violation of the Superhuman Registration Act! Surrender now and you will not be harmed!_"

_Yeah, right,_ Arachne thought. She continued swinging away from the SHRU hovercrafts, even as they opened fire on her. Fortunately, she was moving faster than their aim, so it wasn't as though they were hitting her. Unfortunately, they were hitting her web-lines, which left her standard mode of travel somewhat unreliable. After another one of her web-lines had been broken by a SHRU laser blast, Arachne dived for the street. She could survive the street landing; she just had to bounce off a car and not land right in the street, but the SHRU wouldn't dare endanger civilians just to get at her.

Arachne bounced off a passing car and flipped onto the façade of a nearby building. She crawled over it and hid in the alley, hoping that she could change back to plain old Audrey Hopkins and blend in with the crowd. Unfortunately, a SHRU hovercraft began to shine a spotlight into the alley, forcing her out of it. She crawled faster than the hovercrafts could properly track, moving with a desperate terror. She climbed onto the rooftop of a building and began to run . . . and she kept on running, outmaneuvering the hovercrafts' laser fire.

Finally, she jumped between two buildings, bouncing between their facades as she deactivated her suit. The nanobots receded into her wristwatch, changing her back into ordinary Audrey Hopkins. She landed on the ground agilely and walked out onto the street, hailing a cab. The cab stopped for her and she slipped into the backseat.

"Where to?" the driver asked.

Audrey gave the driver the address and he drove there. As he drove, Audrey had only one thought: _I am so in trouble._

* * *

End Notes: What, like none of you have ever stayed out later than you should have? Well, Audrey gets to go back to her "normal" life, but it's not like it's going to be that normal. Double identities sure are hard to balance, aren't they? And it's not like she can tell her folks what she's really been up to; she'll be putting them in danger, too. No, better that she shoulder the burden on her own and not lay it at her parents' doorstep. You're free to let me know what you think, you know, both good and bad.


	7. Looming Thunder

"Marvel: Tomorrow Initiative"

Chapter 7: "Looming Thunder"

Disclaimer: The universe depicted here is an extrapolation of the future of the universe depicted in comic books published by Marvel. Therefore, the general setting belongs to Marvel Comics, as do assorted characters and character archetypes used here. The ideas depicted in this story are largely mine, though.

Author's note: I've noted a growing concern that I am not making much of a case against registration with this story, that in fact I am making a better case for registration with the actions of the protagonists (see chapters 1 and 5) than against. The way I see it, registration has its good points and its bad points, the main bad point being how it's been corrupted to serve the interests of a government or government officials who want to control posthumans and neutralize those they feel they can't control. That corruption I fully intend to address, along with other issues concerning the effect of posthumans on society and government. Plus, you get to see the Knights throw down with the Thunderbolts, like I promised at the end of chapter 4. Read on.

* * *

Audrey had to keep a low profile. For all that she wanted to web-sling to school, she couldn't risk attracting the attention of the SHRU. That would make her late for her classes and cause her more trouble than she needed. She was in enough trouble as it was with her parents; being late for class would make it worse. Therefore, she was riding the antigrav rail to school, like any other teenager who didn't have a car.

Audrey made it to school about five minutes before homeroom started. She walked into the school building, finding Karin waiting for her by her locker. The older girl leaned against the locker door, beautiful and relaxed like a resting tiger. Karin wore her standard black leather jacket and denim pants, the shirt being a sleeveless turtleneck.

"Good morning, Audrey," Karin greeted her.

"Morning, Karin," Audrey responded, walking up to her locker. Karin moved aside to let Audrey put away her things. "Did you see the news this morning?"

"Yeah," Karin replied. She lowered her voice so as not to be heard by casual passersby. "It seems we've already made a name for ourselves."

"You think we got their attention?"

"I know we did." Karin smirked, a frightening gleam entering her eyes. "They'll come after us, you know. Now that we've begun our work, they won't stand for it. But as long as they don't know who we are . . . we'll be able to do what we need to do."

"Karin . . . back at the holding facility, you and X-23 were killing those Sentinels. Why?"

"It's not like back in the pre-registration days. You don't get cookies for sparing your enemies. You just end up dead later, or someone you love ends up dead later."

"Doesn't mean we have to kill them. Doesn't mean we have to be as bad as they are."

"Your idealism is touching, but we have class right now. We'll talk about this later."

* * *

A couple of periods later, Audrey had gym class. She was honestly dreading it, but not for the reasons she had before. This time, she was dreading moving just a little too quickly, being just a little too untouchable, and thus having her powers exposed. She sighed as she dressed herself in the standard gym uniform; she'd just have to be careful about how good she allowed herself to be.

When she came out, the other students were getting ready to play blitzball in an antigravity field. Audrey felt the weightlessness come over her, floating up into the air. The soccer ball was thrown into the field, drifting between the two teams. The captains of each team met on either side of the ball to begin the game. The captain of Audrey's team gained control of the ball first, kicking it to one of her teammates.

Unfortunately, the ball was intercepted by one of the opposing team, a redheaded girl named Candice, who flipped in the air and kicked the ball at Audrey's team's goal. Audrey pushed herself through the air, blocking the ball with her head and using said head to knock the ball through the opposing team's goal. The opposing team's captain retaliated by navigating the ball toward Audrey's team's goal. Audrey dived toward the ground, air-swimming underneath the opposing team's captain and kicking the ball away from her to Jenna.

Jenna took the ball and air-swam with it, only to be intercepted by a member of the opposing team. Jenna navigated around her and would have scored the goal for her team if not for another member of the opposing team kicking the ball away from her. The ball flew into Audrey's team's goal and the thing was that Audrey could have easily prevented it. The problem with that was that if she dominated too heavily, people would get suspicious. Thus, she had to let the opposing team score that goal.

Audrey's team took the ball and they moved toward the opposition. The opposing team attempted to take the ball back, but Audrey somersaulted over one of them and took the ball, kicking it right at the goal. The goalie managed to block it, but an undeterred Audrey retook the ball and kicked it to another one of her teammates, who managed to score a goal.

The game continued until a draw, one that probably wouldn't have happened if Audrey hadn't held back so much. The antigrav field was slowly turned off, gently levitating the girls back onto the floor. They stepped out of the playing field and went for the girls' locker room. This was definitely the part Audrey wasn't looking forward to; she'd never been that comfortable in her own skin, and even with her newly toned frame, she was still shy about group nudity.

_Which makes me wonder how I can even put on a costume,_ she thought. _Oh, well. At least the costume covers every inch of me. I probably wouldn't be caught dead in what Artemis wears._

* * *

Lunch came soon enough and Audrey was just eating with Jenna when she spotted Karin approaching them. She relaxed her body posture, despite the tension she felt in her stomach. She wondered just how Karin could be so gentle toward her and so brutal in combat. This apparent dichotomy in Karin's personality scared Audrey somewhat . . . and confused her, too.

"Is that Karin?" Jenna asked.

"Yes," Karin replied. "Hi. Mind if I sit here?"

"No, not at all," Audrey answered.

"Thanks, Audrey," Karin said, taking her seat between Audrey and Jenna, the latter of whom seemed somewhat perturbed.

Other students had noticed Audrey and started to come over to her table. "Were you really saved by Spider-Woman?" one of them asked.

"What did she look like?" another student asked.

"Did she shoot webs?" a third student asked.

"Did she climb walls?" a fourth student asked.

"Did she kick that teleporting guy's ass really hard?" a fifth asked.

"Was she hot?" a sixth asked.

"Yes," Audrey replied. "Don't know. Yeah, I think so. Think I saw her on a wall. Probably, he looked pretty beaten up. I don't know; she wore a mask."

"Was she licensed?" a seventh asked.

"Was she supposed to flash a badge?" Audrey questioned.

"So she wasn't?" the seventh asked.

"Is there a point to this?" Jenna asked.

"You have powers, you go get registered if you wanna fight crime," the seventh stated. "Otherwise, you leave it to the cops and the registered guys."

"What about being a Good Samaritan?" Jenna asked. "Are people with powers supposed to stand back and let other people get hurt just because they don't have a badge?"

"People get licensed to drive," the sixth said, defending the seventh. "And powers are even more dangerous than a car."

"Well, people aren't licensed to live, you know," Jenna spoke up.

"And powers are just like a car: only dangerous in the hands of people who don't know how to use them," Karin added. "Don't the Avengers have training camps littered all over the country to reduce the likelihood of that?"

"She saved my life," Audrey said. "That's all I really care about. If the Avengers are producing people like her, that would be awesome. It really would."

* * *

After lunch was over, Audrey and Karin went to their shared class: Posthuman Studies. "Where are we now?" Audrey asked the older girl.

"In _Superhuman Civil War: Powers and Principles?_" Karin asked. "We're studying Tony Stark's side of the conflict." Her nose wrinkled in distaste.

The two girls entered the classroom, where the teacher greeted them both. "Hello, Karin. Hello, Audrey. Glad to see you've returned safely."

"Thank you, Mr. Wade," Audrey answered as she took her seat.

"All right, where were we?" Mr. Wade asked. "Technically, that's a rhetorical question, but I'd really like someone to answer."

"We were talking about the measures Tony Stark took to ensure victory for his side," a student explained.

"Ah, yes," Mr. Wade spoke. "Thank you, Toby. Now, we already covered the trap he laid for the Secret Avengers."

"Not to mention that he set a cyborg clone of Thor – the original Thor – loose on them," a mousy-haired girl named Adina added.

"Now, Thor was one of the founding Avengers, and a close friend of Stark," Mr. Wade said. "Yet Stark cloned him anyway, basically using the clone as a living weapon against the Secret Avengers. In the process, an obscure hero named Bill Foster and also known as Goliath was killed by the Thor clone. Now there are several questions to be asked here. One question is the morality of cloning anyone – especially an ally – to be used as a weapon against your enemies. Another question is . . . did anyone give a flying crap what happened to this guy? Really?"

"What kind of question is that?" another student asked, this one a dreadlocked boy named Jack. "Of course someone gave a crap!"

"Most likely," Mr. Wade answered. "But did his death have any larger significance? Did the larger society care what had happened to him? The sad truth was that no one much cared except his immediate family. However, his death was the factor that further polarized the superhero community, so I suppose they did care in a sense. Stark lost a considerable amount of support from his fellow superheroes, which wouldn't have been possible if no one cared what happened to him at all."

"Doesn't that make Stark a murderer?" yet another student, this one a brunette named Elizabeth, asked. "I mean, it's like dropping a bomb on somebody. You drop a bomb and that bomb kills someone, that makes you a killer."

"It was war," a boy named Sky, his hair a gelled blondish-brown, retorted. "You do what you need to do to win a war."

"Isn't that the kind of thinking that led to the Thor clone?" Audrey joined in. "And recruiting super-powered murderers to the cause of registration?"

"The superheroes would have held back because they were friends," Sky replied. "The villains wouldn't."

"Oh, that's just fine," Audrey spat. "That's the same logic as putting gang members to work hunting down rogue cops!"

"What's your point?" Sky asked.

"The super-villains hated the superheroes with a passion," Audrey explained. "The superheroes were always foiling whatever criminal plot they had in mind that particular day and with a lot of superhero-super-villain conflicts, it got personal. Take Peter Parker and Norman Osborn, a.k.a. Spider-Man and the Green Goblin. When Osborn discovered Parker's dual identity, he went after everyone in Parker's life that Parker ever cared about, resulting in the death of Gwen Stacy, who was Parker's girlfriend at the time. Years later, Osborn ended up pardoned and given leadership of the Thunderbolts and Parker ended up an outlaw because he thought what Stark was doing in the name of 'the law' was wrong." She paused. "Ok, I think I digressed from the point I wanted to make, but does that sound like justice to you? A murderer gets rewarded and a hero gets treated like a criminal?"

"No, I can't say it's fair, but what's your point?" Sky asked.

"The point is that superheroes have, or had, a moral code that they steadfastly followed," Audrey replied. "Super-villains, on the other hand, were mostly greedy thugs or self-important megalomaniacs who had no qualms about the death and destruction they would cause just to get what they wanted. Of course, considering that our government has never been that reluctant to put psychopaths to good use, it makes a sick kind of sense, don't you think?"

"It's a truth no one likes to deal with, but soldiers are supposed to kill," Sky said. "It's a kill or be killed situation that they get dropped into, so better that they kill than get killed. And you need people that can get the job done."

"So let's go ahead," Karin sneered. "Let's put murderers to work hunting down anyone who won't cooperate with the government."

The argument continued and spread, until Mr. Wade cut in with a shout of "Order! Order! There will be order in this classroom!"

The students looked at him, allowing him to continue speaking. "Now, I'm glad you're all so passionate about this, but please, try to be civil. Especially you, Karin, we don't need to call our opponents 'fascist sympathizers.'"

"You don't think it's fascist what's been going on since the Act passed?" Karin asked indignantly. "The surveillance drones in the sky, supposedly there to protect us from superhuman 'insurgence'? You don't think they're being used to spy on ordinary people, too? And what about the Initiative training camps? You don't think those should be voluntary? But no, they're a requirement! As if everyone who has powers is going to try to be a superhero!"

"No one's denying that those things can scare some people, but I do not believe that we are living in a fascist society," Mr. Wade replied. "We are still allowed to vote for our leaders, after all. In a fascist society, there'd be little to no opportunity to vote for anything."

Karin scoffed.

"Well, class is almost over, anyway," Mr. Wade said. "I suppose I'll let you all go now. Finish reading the chapter on Stark's role in the Superhuman Civil War and start reading the chapter on Stark becoming S.H.I.E.L.D. director."

* * *

The students walked out of the classroom, including Audrey and Karin. Once Audrey felt she was assured of privacy, she tugged Karin aside and whispered, "You were pretty fired up back in there. What's wrong?"

"What's wrong?" Karin echoed. "The world we live in is wrong. The world we're in treats us like we're monsters, just because we're different."

"No, I think there's something more than that going on with you," Audrey insisted.

"I used to be part of the CSA," Karin admitted shamefacedly. "I was in the Initiative training camps. I didn't have powers, so they put me through the superpower replication process. The power set they gave me was Daredevil's, and they did it by enhancing the sensory functions of my brain. Since we all went by codenames, I chose Fearless . . . and I really was . . . because the enhancements to my brain damaged the part that used to let me feel fear."

"What happened, then?" Audrey asked.

"I found out what they were really about," Karin replied. "And I fled. I got the hell out of there."

Audrey pulled Karin close, into a hug. "You said you'd be there for me. I'll be there for you. Always."

"Thanks."

* * *

That night, Audrey – as Arachne – swung through the night on lines of spider webbing. Karin had revealed a new side of herself to her today and Arachne was amazed that Karin trusted her that much. The stealth function of the costume kept the surveillance drones from spotting her, but it wasn't as though it would stop ordinary onlookers from seeing her. That was how the SHRU had found her, after all.

Time shifted again, alerting Arachne to imminent danger, and she released her web-line just before a two-pronged razor blade cut it. She fired another web-line and swung up, twisting in midair to reverse her direction. When she did, she spotted a man-shaped figure standing astride a high-tech metal glider. The figure wore black armor with silver metal shoulder guards, elbow guards, wrist guards, knee guards, and shin guards. His face was concealed by a demonic mask designed to vaguely resemble a goblin, malevolent red eyes staring out at her.

"What are you supposed to be, a Black Goblin?" Arachne asked.

"Just call me Goblin," the goblin-styled man replied. "And you're under arrest."

"Arrest?" Arachne echoed.

"Yes," the Goblin confirmed. "Unlike you, I have legal authority. You've been fighting crime without a license. We can't have that." The sadistic undertones of his voice belied his relatively dispassionate manner.

As she descended, Arachne fired a web-line at the Goblin's glider, swinging upward on the line and twisting to move behind him. Unfortunately for her, the Goblin spun his glider around and grabbed her thrusting fist. He squeezed it tightly, which turned out to be a bad move for him because impact webbing shot out of Arachne's web-shooter, striking him in the face.

The Goblin dropped Arachne and she plummeted toward the ground, only to be struck by a black shadow. Arachne attached herself to the façade to confront her enemy and at first, she mistook it for a darker Spider-Woman. Her enemy's costume had a spider motif and was colored black, with an upside-down red spider on her torso and back and red vaguely insect-like eye-covers surrounding silver-black lenses. The other "Spider-Woman" was clinging to the wall just below her.

"Who are you?" Arachne asked.

"Venom," the other "Spider-Woman" replied.

Arachne flipped backward on the skyscraper façade, only for Venom to flip after her. Finally, Arachne leaped across to the opposite skyscraper façade, only for Venom to shoot black web-lines at Arachne's legs, binding them and pulling her back in. Arachne struggled fiercely, but Venom pulled her up despite those struggles, wrapping more black webbing around her body to bind her.

"What do you want with me?" Arachne asked.

"Good job, Venom," Goblin said. "Now hand her to me."

"So you can take credit?" Venom retorted. "Screw you. She's mine."

"Don't be stubborn," Goblin admonished. "Hand her to me. Now."

Venom glared at Goblin. "Catch her." She retracted the black webbing into her suit, allowing Arachne to drop. The Goblin screamed with fury and plunged his glider into a dive after Arachne, who fired a web-line at his glider and swung onto said glider to kick him in the back. The Goblin blocked the kick and righted the glider, soaring up into the air again. Arachne flipped off, twisted, and fired a web-line on which to swing to get away from him.

Venom swung after Arachne, with the Goblin flying above them. The Goblin pressed down on his glider with his foot and a spherical orange bomb popped out and into his hand. He threw the bomb at Arachne, seemingly missing her, only for it to detonate in front of her. Fortunately, she had dropped the web-line at the last second, ensuring her relative safety. Venom lowered herself on her web-line and swung into a kick that struck Arachne in her stomach, knocking the breath out of her.

Arachne fired two shots of impact webbing at Venom, only for Venom to dodge both. Arachne shot a web-line at a nearby skyscraper, swinging on it and stopping her fall just ten feet or so above street level. She swung high into the air and at Venom, who swung at her. The two spider-themed females collided in midair, knocking each other off their web-lines. They fought as they plummeted, trading blows with enough force to kill normal humans.

Finally, Arachne landed on a passing car, with Venom on top of her. "Just give in, little spider," Venom purred. "I promise I'll make it painless."

"You first," Arachne snarled and activated the taser function of her suit, the electrical emission throwing Venom off her. Arachne flipped off the car and landed on a skyscraper façade, looking at her downed foe. Time slowed down, and Arachne spotted several orange bombs flying toward her. Reacting quickly, she created a web-net to catch the bombs, throwing them back at the Goblin, who had been the one to throw the bombs at her in the first place. The Goblin dodged his own bombs and soared down toward Arachne as they exploded in the air behind him.

Arachne lunged at the Goblin, only to be caught by black webbing again. When she looked down, she saw that Venom had gotten up again . . . with a mouthful of sharp teeth, teeth that were pulled back into a malevolent smile. Venom tossed Arachne viciously into the street, where the spider hybrid jumped up to avoid a passing car. She flipped in midair and fired another web-line, swinging on it to avoid Venom's attack even as the Goblin continued to come after her with razor blades and bombs, which Arachne avoided as well.

Below them, the ordinary people were trying to keep out of their way. In fact, they were fleeing from the site of the battle, driving away or just doing their best to no longer be at that particular scene.

The Goblin came down on Arachne, popping short blades out of his wrists to slice Arachne's web-lines. Arachne simply fired more web-lines to replace the ones the Goblin had sliced. The Goblin answered by unsheathing a short sword, slashing at Arachne with it. Arachne flipped over the Goblin's head and landed on his glider again. This time, he threw his head back to bash her masked face with it, but she bent backward to avoid his head. She flipped off his glider and shot a web to swing from.

Venom swung at Arachne, tackling her off her web-line and knocking her down to street level. Arachne kicked Venom off her and twisted onto her feet. Her spider-sense went off again, slowing her perception of time, and she whirled around just in time to be struck down by a swiftly running man dressed in black with silver lightning accents. Arachne quickly got up, only for the swiftly running man to attack her again. Her shifted perception of time enabled her to see his moves and fortunately, her reflexes were fast enough to allow her to dodge.

"V6!" Venom shouted. "She's mine!"

"Shove off, V!" V6 retorted. "She's _ours!_"

_Damn it,_ Arachne thought. _As if things couldn't get any worse._

Unfortunately, they did. Fireballs, ice knives, and microwave blasts flew at her, all of which she was dodging with the superhuman alacrity of her predecessors. As she dodged these, the speedster – identified as V6 – attacked her again. Then there was the Goblin and his bombs, which she had to dodge as well. And finally, Venom had apparently had enough of her fellows "stealing her prize," so she leaped into the fray and attacked Arachne as well.

The fire-wielding one was a man with fiery hair and garbed in flame-trimmed black. The ice-wielding one was a pale-skinned Japanese woman dressed in a kimono-like short dress. The microwave blasts came from a man-shaped figure in black-and-silver armor with red highlights and large insect-like eyes on his helmet. The three – along with Venom, Goblin, and V6 – attacked her on all sides . . . and it was becoming harder to keep up with them all.

In the midst of dodging fireballs, ice knives and razor blades slashed her sides and limbs. In the midst of evading those, microwave blasts and exploding bombs struck her. Arachne flew into a parked car, smashing it upon impact. The nanotechnology in her suit repaired itself, mending her costume and covering her wounds.

"We're the Thunderbolts," the fire-wielder said. "And you . . . are checkmated."

Arachne breathed hard. The Thunderbolts had given her a hell of a beating and it was a miracle that she was still standing. Then again, she could take punishment that most normal humans couldn't survive, but she somehow never thought she'd be testing that possibility like this.

"Just give up, little girl," the Goblin said. "Give up and we'll make this a lot less painful than continuing to resist would be."

Arachne's answer came in the form of a sudden attack that struck down the Goblin. "What the hell?!" the Goblin shouted.

Arachne was shocked. Her body had just moved on its own . . . and it was continuing to move, acrobatically dodging the fire-wielder's attacks. Venom came after her, but Arachne's body grabbed Venom and threw her at the attacking pyrokinetic, causing her to be bathed in flames. Venom screamed with agony as she burned, distracting the others enough for Arachne's body to beat the pyrokinetic savagely. V6 came after her, but Arachne's body pirouetted into a kick that threw him into a nearby car.

"What am I doing?!" she asked.

"_Keeping you alive,_" Peter Parker's voice answered within her suit.

"Peter?" Arachne whispered. "How are you doing this?"

"_Neural interface built into the suit,_" Peter replied. "_I'm using it to coordinate your body's movements so you can fight these bastards._"

"You – you –" Arachne sputtered, her rage making her speechless even as she evaded and thrashed the Thunderbolts.

"_I'm keeping you alive so you can get the experience you need to fight bastards like them on your own,_" Peter answered. "_Be angry with me _after_ I save your life._"

V6 came after her again, but Arachne's body fired crisscrossing web-lines in front of her, trapping V6. The ice wielder came after her with an ice sword, but Arachne's hand chopped it into pieces and knocked her out with one blow. The armored one fired more microwave blasts at her, but her body easily dodged and landed in a crouch. A web of electricity spread out from beneath her hands, radiating in every direction and shocking the Thunderbolts. It also had the effect of short-circuiting the two armored ones on the team.

Arachne looked around at the Thunderbolts, who didn't seem to be in any shape to fight her anymore. Underneath the mask, her eyes narrowed in fury. She fired her web-line at the skyscraper above and swung away on it with one thing on her mind.

Finding Peter and making him pay for this violation.

* * *

End Notes: There you go. Peter has crossed a line here, definitely. This basically puts him in Civil War-era Iron Man territory in terms of sheer "bastard behavior for the 'right' reasons." Wait for the blowup between him and Audrey in the next chapter, and check that chapter as well for the return of a certain infamous character and the beginning of a new alliance. Until next time.


	8. Severances and Linkages

"Marvel: Tomorrow Initiative"

Chapter 8: "Severances and Linkages"

Disclaimer: The universe and the characters and character archetypes depicted here largely belong to Marvel Comics, not me. My only profit is your reviews.

Author's note: Yeah, Peter has definitely gone into "Iron Dick" territory with what he did to Audrey in the last chapter. The repercussions of his actions will be seen here. Plus, Karin will have a meeting with a certain disgraced former superhero that will determine the future of the Knights. To see those things and more, read on.

* * *

No sooner had Peter Parker removed the interface visor that enabled him to remotely manipulate Arachne's suit's motor functions than Arachne herself stepped into his lab. His spider-sense had been tingling relentlessly the closer she got, so she had to be very pissed with him. He honestly didn't give a damn if she was angry; she was alive, and that was the important thing. When his spider-sense spiked, he jumped out of his chair and clung to the ceiling.

"I suppose you're not happy with me right now?" he deduced sardonically.

"Damn right I'm not happy!" Arachne yelled, looking up at Peter. "Now get the hell down here!"

"I don't know," Peter replied. "It's pretty comfy up here."

Arachne was not amused. Arachne was pissed. Arachne jumped onto the ceiling after Peter, but Peter dropped from the ceiling, landing on the floor. Arachne let out a bellow of rage and lunged down from the ceiling with her fist outstretched to pummel Peter, who dodged her attack. Undeterred, Arachne spun on her outstretched hand and swung her legs out into a kick that Peter evaded. Arachne twisted onto her feet and lunged at Peter, only for him to once again evade her.

"I really don't feel like fighting you," Peter said.

"Should have thought about that before you hijacked my body!" Arachne yelled, attacking Peter again. This time, he blocked her punch and threw her bodily over his head. Arachne flipped and twisted to kick him in the back of the head. Warned by his spider-sense, Peter twisted away and grabbed her ankle, using it to throw her at a wall. Arachne flipped backward and clung to the wall, springing from it and at Peter.

Peter evaded her lunge, only for her to flip onto her feet and spin into a roundhouse kick. Peter blocked the kick, but it stung his forearm. _That's gonna leave a bruise, but not for long,_ he thought. Out loud, "If you want this fight, Audrey, you've got it. But I'm going to show you why I did what I did." He threw off his lab coat, leaving himself in just a black sweatshirt and sweatpants, and webbed it to a wall. "Come on."

Arachne took his invitation, springing onto the ceiling and bouncing off to attack Peter, who grabbed her wrist. Undeterred, she twisted into a kick that got him in the shoulder. She sprang off and flew backward, shooting stinger darts at him. Peter dodged the stingers and shot a restraining web at her. Arachne let the web hit her in the arm and attempted to use it to yank Peter to her. Unfortunately, he managed to adhere to the floor strongly enough that she merely dislocated her shoulder in the attempt.

Peter pulled Arachne to him by her dislocated and webbed arm, only for her to kick him in the chest. She flipped off him and onto a wall. Peter looked at Arachne and said, "See how easy it would be for me to kill you if I was trying?"

Arachne's answer was to spring off the wall, tumble on the ground, and spring up for a punch with her good arm. Peter grabbed her by the wrist, only for her to knee him in the solar plexus, momentarily knocking the breath out of him. Arachne wrenched her wrist free and kicked him in the stomach, pushing him back. Peter flipped onto the ceiling and jumped down to attack her, striking right at her dislocated shoulder. Arachne sidestepped it and rammed her good shoulder into his stomach.

"The Thunderbolts are murderers," Peter said. "Ruthless murderers, at that. They would have killed you without a second thought if I hadn't done what I did."

"I could have handled them!" Arachne shouted, redoubling her efforts despite the loss of use of her primary arm.

"You don't have the experience for that yet," Peter answered. "And I'd like to keep you alive long enough to get that experience."

Arachne flipped into the air and dropped into a kick that would have hurt Peter if he hadn't grabbed her ankle in time. He pushed her up into the air, only for her to somersault in midair and stretch her legs out for a kick. Peter dropped and she flew into a wall, kicking off it and swinging herself into another kick. Peter dropped again and she landed on her good hand, going into a handspring and twisting into a low kick that Peter jumped over.

Peter flipped in midair and kicked her in her dislocated shoulder, sending spikes of pain through her nerves and causing her to collapse while holding her shoulder. "And that's why you wouldn't have survived the Thunderbolts. You don't know how to ignore pain."

Arachne rose to her feet, snarling in rage beneath her mask. She shot impact webbing at Peter, only for him to dodge the exploding web-balls. He rushed in close to her and internally cursed himself for what he was about to do. He thrust his hand out at her stomach, eliciting a gasp from her. When he pulled it back, a stinger protruded from his wrist. Arachne let out a soft moan and fell onto the floor, unconscious.

_I'm sorry,_ Peter thought. _But I had no choice. I couldn't let you die, not like I let so many of the people I loved die. Uncle Ben . . . Captain Stacy . . . Gwen . . . Ben Reilly . . . Aunt May . . . Mary Jane . . . Matt . . . damn near all of the real Avengers . . . I couldn't let you die the way they did. Not even if it made you hate me. Not even if it cost me your trust._

* * *

Peter picked up Arachne and carried her into the medical lab. As he came through, the X-Men looked at him suspiciously. Impetus was the first one to speak. "What the hell happened to her?" he asked.

"We had a disagreement," Peter answered coldly, entering the medical lab and laying Arachne on the medical cot. He reset her dislocated shoulder and let her lie there.

"What did you do to her?" Impetus asked angrily when Peter exited the medical lab.

Peter stared at him impassively, causing him to repeat the question. Peter glared and answered, "I saved her life."

"Then why did she come in looking like she was ready to bust somebody's head?" Impetus asked.

"She didn't like the way I saved her life," Peter answered coldly. "Satisfied?"

"You hurt her!" Impetus yelled, speeding into a punch to Peter, who caught his fist. Impetus simply vibrated his fist to build up enough friction to force Peter to let go. Peter ignored the pain and punched Impetus hard enough to knock him back.

"Don't," Peter spat. "Just don't." He walked back into his lab.

"Bastard!" Impetus yelled, about to run into the lab and beat Peter half to death, only for Daybreak to telekinetically restrain him.

"Stop it, Eric," Daybreak said.

Impetus was frozen in her telekinetic grip, but that didn't stop him from screaming, "He hurt her!"

"He'd do worse to you," Fairbrook added. "Like it or not, it's best to avoid him for your own good. Let him sort himself out."

"He's had fifty freaking years to sort himself out!" Impetus yelled.

"Fifty years full of the deaths of everyone he ever cared about," Fairbrook amended. "Do you think he wants to lose Audrey, too?"

"What do you mean?" Impetus asked, slightly less loud than before.

"Don't you get it?" Fairbrook asked. "He cares about her."

"If he cared about her, why is she unconscious?" Impetus asked, his anger resurging.

"Ask him," Fairbrook replied.

"How am I supposed to get answers out of that guy?" Impetus wondered. "He's so frickin' secretive and closed off and crap."

X-23 looked at the door to the medical lab and the door to Peter's lab. She had heard nearly everything. Peter had used a neural interface to remotely control the motor functions of Arachne's costume in order to protect her, and she had responded as though he had violated her. X-23 supposed that in a sense, it was a violation, to take someone's body and manipulate it like a puppet. She knew what it was like to feel violated, to feel used; she'd experienced such things throughout her childhood and adolescence.

* * *

Fearless swung away from yet another underworld tavern, having left the patrons in varying states of injury. It wasn't her fault they wouldn't talk; she'd just wanted to have a drink and get some information. They were the ones who'd pulled out guns and started shooting at her. She was only defending herself . . . and they'd all live. Maybe some of them wouldn't walk for a while, if ever again, but that would just keep them from hurting people, so she felt fine.

At the moment, she was on her way to what used to be the Xavier Institute. The mansion where Charles Xavier had waged his struggle for peaceful mutant-human coexistence had been destroyed decades earlier, when the X-Men had chosen to rebel against what they saw as dehumanizing treatment of the mutants in their charge by the Office of National Emergency. The ONE had retaliated with the use of their piloted Sentinels, which had laid waste to the mansion and killed scores of both X-Men and unaffiliated mutants. That was when the X-Men went totally underground, forming into cells spread throughout the United States to protect mutants – and later, posthumans in general – from the repressive policies of both ONE and the CSA.

She leaped and somersaulted from rooftop to rooftop, dived off antigrav rails, and swung from the energy cables in her batons. After some time, she made it to the wreckage of the former Xavier Institute. In all the time that had passed, there had been no attempts to rebuild it as anything else. And it wasn't like there was anything to rebuild; the X-Men had absconded with as much tech as they could carry and destroyed the rest to prevent it from being used against them.

She looked at the ruins of the X-Mansion. Raising her voice, she spoke. "I'm here! Show yourself!"

"Glad you could make it," a man's voice answered.

Fearless turned and narrowed her eyes when she saw who it was. Even in the dark, she could make out his features clearly. A slow hiss escaped her lips. "Stark."

"Yes," Tony Stark, formerly known as Iron Man, confirmed. The man honestly didn't look a day over thirty-five, his hair as black as ever, but his blue eyes crystal clear with a contained sorrow. "I am."

"Why did you call me?" Fearless asked. "What do you want?"

"To make amends," Tony replied.

"I'd say you have good reasons," Fearless retorted bitingly. "After all, this whole nightmare we've been living for the past fifty years is your fault."

"I know." Tony sighed sadly. "I believed I could make the world better, that I could mold it into a place where human and superhuman could coexist in harmony. I clearly didn't foresee the people who would use what I had in mind as some kind of power grab. Some 'futurist' I turned out to be."

"Did I come here to hear your pity party, or did I come here because you had something to offer me?" Derision and contempt accented her voice.

Tony gathered his composure. "You're right. I called you here because I wanted to help you. You and your Knights."

"What's in it for you?"

"Throwing a monkey wrench in the machine I created. In case you don't know, there are surveillance drones hovering above our position right now. I'm using my interface powers to cloak us from their sensors."

"Thanks. Now, how do you intend to help us?"

"I can give you resources. I still have several hundred million dollars to my name. I can keep your technology up to date, or even better."

"And what do you want in return?"

"Nothing more than for you to stop these people. They've corrupted everything I ever tried to accomplish. The man currently controlling my company – Masato Kurosaki – is using my designs as weapons of warfare. S.H.I.E.L.D. is sanctioning thugs as agents and the CSA is trying to eliminate every superhuman that can't be controlled by it. It's disgusting and I've had more than enough of it."

Fearless stared at Tony. "You're telling the truth, but do you think this is going to get you forgiveness?"

Tony sighed. "No. It wasn't worth it. None of what I've done was worth it . . ."

"You've got an arrangement. We could use all the help we can get."

"All right. I'll contact you later."

Fearless walked away, but not without hearing Tony whisper, "If only you could see me now, Steve . . ."

* * *

The Girl Without Fear returned to the Knights' clock tower base, only for the other Knights to stare at her worriedly. "What is it?" she asked. "Where's Arachne?"

"That's what the X-Men called to tell us about," Nightshade replied somberly. "She's sleeping in their medical lab right now."

"Why?" Fearless asked.

"Spider-Man did something to her," Nightshade replied. "Don't know what it was, but she was angry about it and she confronted him over it. Then he knocked her out somehow."

* * *

Fearless snarled underneath her mask and turned away, taking the antigrav lift down to the underground garage. She took her motorcycle – with a modified chassis to distinguish it from Karin Kusanagi's bike so the connection couldn't be made between the two identities – and rode away. She rode like a madwoman, effortlessly weaving between cars and violating every traffic law written. Of course, that did get the cops' attention, which in turn got the attention of the SHRU. 

SHRU vehicles chased her down the streets, but Fearless lived up to her name and launched herself off a bridge. She landed safely on the street below, just as a SHRU member called for assistance and pointed out the highway she was on. She accelerated down the highway, riding like a possessed woman. Nothing mattered to her, then, nothing except getting to Arachne and finding out if she would be ok. Of course, she'd have to lose the SHRU first.

That wouldn't be too hard. She'd just need to take more risks. Fortunately, risk was something she didn't fear. She didn't fear anything . . . but if she could fear, she'd fear losing Arachne. For Arachne, she could do anything.

She heard SHRU hovercrafts following her, shining spotlights on her. She rode as fast as she could, but the hovercrafts were able to keep pace with her. That just meant she'd have to go even faster. She pressed a button on her handlebars, shifting into "nitro." Her motorcycle went into overdrive, accelerating past its official limits. She used the boost to get herself out of the SHRU's sights and then turned it off; using nitro for longer than necessary would thrash the motorcycle's inner workings something fierce.

She made it to the X-Men's headquarters, parking her motorcycle at the edge of the abandoned tunnels and running the rest of the way. Once there, she was let in by Impetus, only for her to push past him. "Where's Parker?"

"In his lab, the prick," Impetus replied.

"Thanks," Fearless grunted, walking into the lab. She unsnapped her batons from their bracers and extended the energy blades on both. "You have a minute to explain yourself. After that, I'm going to hurt you."

Peter didn't even look at her. "I had no choice. She would have died."

"Died? What do you mean?"

"The Thunderbolts attacked her. You can guess why. Not only is she an unlicensed superhuman, she was also part of the Power Broker bust. That had to have sent heads rolling politically unless she was taken out of the picture."

"What did you do to her?"

"When I designed her suit, I included a neural interface that I could use to take over the suit's motor functions. In essence, I could fight for her by remote control."

"And she didn't appreciate it, did she?"

"No."

Fearless barked out a laugh. "Why should she? You violated her. You didn't rape her, but you might as well have, because the effect was just the same. She didn't have control over her body; you did." She sighed. "Why?"

"I couldn't let her die. Not like everyone else I've let die. Even if she hates me for it, at least she's still alive. At least she has the chance to survive people like the Thunderbolts."

"And you think that justifies what you did?"

"I did it to protect her."

"You sound just like Stark. I bet he was thinking something like that when he cloned a thunder god to use as a weapon against his friends, when he created a prison in the Negative Zone for anyone that wouldn't cooperate."

Peter whirled around to glare balefully at Fearless. "What the hell do you know? What the _hell_ do you know about what I've suffered, the people who've died because of me?! I wasn't going to add Audrey to that list! _I wasn't!_"

Fearless glared back. "Let's hope that helps you sleep better at night." She walked out of the lab, retracting the energy blades on her batons and refastening them to her bracers. She looked at the X-Men, seething.

"Karin?" Fairbrook asked.

"Where's Audrey?" Fearless asked.

"In the med lab," Fairbrook replied. "She might be awake now."

* * *

Fearless nodded curtly and stepped inside, seeing Arachne still in her costume, lying on the medical cot. She took a seat beside Arachne's cot and took the other girl's red-gloved hand. "I'm sorry . . . for what he did to you."

She smiled softly underneath the mask when she felt Arachne's hand tighten around hers. "You're awake, aren't you?"

"Been for a while," Arachne replied. "I just kept quiet because I didn't want to talk to anyone."

"You can talk to me," Fearless said.

"And what's that going to do?" Arachne asked. "I feel . . . so violated. Can you understand that?"

"Better than you think," Fearless whispered.

"Take off your mask," Arachne requested.

"Only if you do," Fearless answered.

"We can take them off together," Arachne suggested.

"Sure." Fearless removed her mask as Arachne deactivated her costume. Now they weren't Fearless and Arachne; they were just Karin Kusanagi and Audrey Hopkins.

"Karin . . ."

Karin reached out to Audrey and held her tightly, as Audrey finally let her tears flow. "I'm here," she whispered into the spider hybrid's ear. "I'm here. Always . . ."

* * *

Back at the headquarters of the CSA, Niles Gyrich was staring down Terry Osborn. Finally, he spoke or, rather, began to yell. "_What the hell was that, Osborn?! I sent you and your Thunderbolts to terminate one neophyte spider! You couldn't even do that?!_"

"She had help," Osborn answered coolly.

"_Help?_" Gyrich asked. "_Help?_ Where did this 'help' come from?"

"Beetle's armor analyzed her moves," Osborn explained. "The suit went into some kind of interface-driven autopilot. That's where the help came from. Someone was controlling her suit's motor functions and through those her body's movements and maneuvering her into defeating us."

"Interesting," Gyrich said. "I want you to go after her again. This time, I don't want you to kill her. I want you to capture her, and then, Psi-Ops will tear what we need to know out of her brain. Does that sound like something the Thunderbolts can accomplish?"

"I don't appreciate your tone, Gyrich," Osborn answered, narrowing his eyes at the older man.

"You can not appreciate my tone all you want, Osborn," Gyrich retorted. "I don't much care. What I do care about is that we stop these rogues. The Power Broker incident caused us and our friends in S.H.I.E.L.D. a great deal of embarrassment, embarrassment S.H.I.E.L.D. can afford even less than we can because of that new team they're debuting. Fortunately, the bastard's keeping his mouth shut, but if they can persuade him to talk, do you know what we'll be implicated in?"

"Want Venom to go in there and finish him before that happens?" Osborn asked.

"Yes," Gyrich replied. "That would be a splendid idea. Just make sure she uses spider webbing. It'll be the perfect way to throw suspicion off us when he turns up dead in his own cell."

"Will do," Osborn said. "I just have to make sure she's recovered first."

"See to it that she is fully healed before she goes on her mission," Gyrich advised. "We don't want any mistakes. Oh, and tell her she's free to kill whoever gets in her way, to add to her cover."

* * *

End Notes: Well, there. I had more in mind, but this is as good a place as any to end this chapter. With the alliance between Fearless and the former Iron Man, does it look like Arachne might get a new costume? Will Venom succeed in her dual mission? And what about that new super-team S.H.I.E.L.D. has in the works? And will Black Tarantula make a return appearance? For the answers to those questions and others, read the next chapter and let me know what you think of this one.

P.S. The Beetle was the armored guy who looked somewhat like an insect. My model for him is the main Kamen Rider off the 2003-2004 series Kamen Rider Faiz.


	9. Alter Egos and Superegos

"Marvel: Tomorrow Initiative"

Chapter 9: "Alter Egos and Superegos"

Disclaimer: The universe depicted here is a future version of the universe depicted in titles published by Marvel Comics and as such, technically belongs to Marvel Comics. However, the story idea is mine and so are many of the characters, although they're based on archetypes of existing Marvel superheroes. I don't make money off this story; my profit comes from your reviews.

Author's note: Things seem to be a mess for Audrey right now. She feels betrayed by someone she once idolized, and maybe she was. Then there's the CSA scheming to frame her for a crime and thus derail everything the Knights are trying to accomplish. Will the CSA succeed? Will the Knights figure out a way to turn the tables? What will come of Karin's alliance with Tony Stark? For the answers to these questions and more, read on.

* * *

Fearless rode with Arachne back to the Knights' clock tower, Arachne holding Fearless tightly and leaning close to the older girl. Once they were back at the clock tower, they went up to where the other Knights were congregated, only to find the room empty. Fearless clicked the computer on, finding a message from Winter Soldier.

"_We've gone to do our thing. Crime won't stop for us, so we'll make it stop. We're all headed for our own separate corners of the city, and if the SHRU tries to pick a fight . . . If you're hearing this, Arachne, we hope you're all right. Winter Soldier out."_

Fearless removed her mask, revealing Karin Kusanagi's face. Arachne deactivated her costume, revealing Audrey Hopkins beneath. Audrey removed the wristwatch containing her costume and set it down.

"I'm going to need a new costume," Audrey whispered. "I can't wear that. Not anymore."

"I understand," Karin answered. "I know someone who can make you a new costume. A better one."

"Who?"

"Tony Stark."

"Stark? _Stark?_"

"Yeah. He wants to see this nightmare end as much as we do."

"How is he alive after all this time?"

"Extremis gave him a healing factor . . . and healing factors are rather infamous for granting greater longevity. Just look at Wolverine, X-23, and Spider-Man."

Audrey visibly winced at the mention of Spider-Man. Karin gently placed a hand on Audrey's shoulder and went on. "Anyway, he wants to help us. It's his way of finding absolution for what he helped bring about. Not that he'll find it. Maybe he can find a way to live with himself, but he'll never find absolution. Never."

"Thanks," Audrey whispered.

"For what?" Karin asked.

"For being there for me," Audrey answered, placing her hand over Karin's.

"You're welcome," Karin whispered, leaning closer to Audrey. Audrey leaned closer to Karin, tilting her head up to look at the older girl. She rose on her tiptoes, stretching as far as she could go to reach Karin. Fortunately, she was more flexible than she used to be and so she could do that. Karin tilted her head down to meet Audrey, so close now she could virtually taste the younger girl's breath.

Their lips finally met, in what amounted to a first kiss for both. Audrey blushed, almost unwilling to believe that she was kissing someone. She, Audrey, the shy little mouse who wore shapeless sweatsuits as normal attire, was kissing someone. And not just someone, a vision of dark, fearless beauty was kissing her.

Karin never imagined that she would have let Audrey in as much as she had, but it was almost inevitable. They were so much alike, in their own ways. Like her, Audrey had been granted powers beyond description and been thrust into a living nightmare. Like her, Audrey had been forced to endure things no teenage girl should have to. The difference between them . . . was that Audrey still had her innocence. Karin had lost that a long time ago.

Just then, Tsukikishi came in. Karin knew it was him by the scent of adamantium-weave armor and the sound of his footsteps. If those things weren't enough, he cemented it by speaking. "Don't mind me. Not like I care what you two do. Good luck, though."

Audrey pulled away, embarrassed. "Um, Karin . . ."

"Yeah?"

"I can't believe we did that."

"I can. You wanted to. Your heartbeat and breathing quickened as we neared each other. Your body gave off all the cues of physical desire. And I wanted to. I've wanted to for a long time."

"You have?" Audrey looked stunned that anyone would want to kiss her.

"I memorized the shampoo you use, just by the scent of your hair," Karin answered with a slow smile. "I know what mouthwash you use, just by the scent of your breath."

Audrey stepped back a bit. "That's a bit of an overshare. I didn't know you knew that much about me, and it's actually kinda scary. Are you some kind of stalker?"

Karin chuckled and shook her head. "No. You wouldn't believe how much you can learn about someone when all of your senses are better than the human norm."

"I suppose," Audrey uttered hesitantly. "Uh, I think I'd better go home, before my parents get hernias."

"Sure. I'll take you there. Just let me change." Karin moved away from Audrey and entered the antigrav lift, descending to the changing room. It didn't take long for her to come back, dressed in a leather jacket over a tight black T-shirt and black jeans with motorcycle boots and gloves. "Ready to go?"

"Yeah," Audrey replied, following Karin into the antigrav lift and down to the garage. Once there, they walked to Karin's civilian motorcycle and Karin got on, Audrey behind her and holding her tightly. Karin passed a spare helmet to Audrey, who donned it gratefully while Karin put on her own. Karin started the motorcycle and rode out into the streets. As she rode, Audrey held her, and Karin found that she liked the physical contact.

It didn't take too much time before Karin made it to Audrey's home. Audrey got off the motorcycle and took off the spare helmet, placing it in the holder built into the motorcycle's chassis. "Thanks, Karin. I'll see you tomorrow."

"You're welcome," Karin replied, winking at her beneath the visor of the helmet. "Say hi to your parents for me."

"I will," Audrey answered, jogging up the stairs and letting herself inside the house with the key her parents had given her. Once inside, she looked around to see if her parents were still awake. Seeing that they weren't, she went up to her room and changed into her pajamas. After brushing her teeth, she went to sleep, dreaming of spiders crawling under her flesh and manipulating every movement of her body. She woke up with a start and never quite managed to sleep again that night.

* * *

The next morning, she climbed out of bed and went to the bathroom, brushing her teeth and then showering briefly. Once those things were over with, she went to her room and dressed herself in a sweatshirt and loose jeans. She tied the laces of her sneakers and put on an ordinary wristwatch, jogging down the stairs to greet her parents at the dining table.

"Sit down, please, Audrey," Mrs. Hopkins said.

Audrey sat down. "What's wrong, Mom?"

"You stayed out late again last night," Mrs. Hopkins replied. "Where were you?"

"With Karin," Audrey answered. "We were studying."

"You seem to be with Karin a lot these days," Mr. Hopkins observed.

"What's that supposed to mean?" Audrey asked defensively.

"Nothing," Mr. Hopkins replied, "but the fact that you just got so defensive makes me suspect that there's something going on between you two girls. More than just studying, for that matter." He paused at the stricken look on Audrey's face. "No, I'm not insinuating that you two are up to anything illegal, but we're just worried for you. In fact, we'd like to meet Karin sometime."

Audrey breathed out a sigh of relief. "When?"

"At her earliest convenience," Mrs. Hopkins answered. "In the meantime, you better hurry up and eat that breakfast before you're late for school."

Audrey finished her breakfast and slung her backpack onto her shoulders, rushing out the door. "Bye, Mom, bye, Dad!"

* * *

At school, she sought out Karin, who was just packing her things into her locker. "Hi."

"Hi," Karin answered. "Something's up."

"Huh?"

"It's in your heartbeat, your breathing, and your body language. Super-senses, remember?"

"No getting past you, is there?"

"Not in most instances, if any."

"My parents are starting to get suspicious. Fortunately, they're not that suspicious. Not yet, anyway. They just want to meet you."

"Hmm." Karin considered that for a moment. "Doesn't sound too bad."

"As long as they don't decide to interrogate you," Audrey quipped.

Karin chuckled. "We'd better get to homeroom."

* * *

A few hours later, it was lunchtime and Audrey had just been spotted by a tall, broad-shouldered brunet boy named Troy Castro, who was now walking toward her table. Audrey didn't even seem to notice him until his shadow was obstructing her light. "Hi," she greeted.

"Um, I kinda need your help," Troy said.

"With?" Audrey asked.

"I can't tell Iron Man from War Machine," Troy replied. "And you're the superhero historian here, so I was figuring you could help me distinguish them from each other."

"It's not that hard," Audrey said. "Iron Man is the guy in red and gold. War Machine is the guy in black and white and with more weapons."

"And that's the stuff I need to know," Troy said. "But actually, I'd like to know more about Spider-Man. And he's your area of expertise. If I didn't know better, I'd say you were in love with the Web-Head."

"Sure," Audrey answered hesitantly. "I can help you there."

"Thanks," Troy responded. "By the way, you're pretty cute without glasses. Contacts?"

"Yeah," Audrey lied. In truth, her vision had sharpened since her transformation into Arachne. It was probably a little sharper than average, but then again, she hadn't had her eyes checked out yet.

"When can I see you?" Troy asked.

"Meet me at my locker after school and we'll go to the library," Audrey replied.

"Thanks," Troy said, jetting off to join his buddies.

"He's nice," Karin remarked. "A little too eager for my tastes, but nice."

"Huh?" Audrey asked.

"He likes you," Jenna replied.

"Huh?" Audrey repeated.

"You know, you _are_ pretty cute," Jenna said. "With or without the glasses. In fact, with the proper style and the right set of glasses, you can totally work the 'intellectual babe' look."

Audrey blushed. Karin scowled. "Did I say something wrong?" Jenna asked bewilderedly.

"No," Audrey replied slightly bashfully.

* * *

When school was out for the day, Audrey found Troy waiting by her locker. "Hey," she greeted him.

"Hey, yourself," Troy answered.

"Ready for the library?"

"Yeah. Let's go."

At the library, Audrey was on the computer with Troy looking over her shoulder as she looked up archival articles on Spider-Man. "Why did the _Daily Bugle_ hate Spider-Man so much?" Troy asked.

"It wasn't the _Daily Bugle_ who hated Spider-Man," Audrey amended. "It was the publisher, J. Jonah Jameson. He thought of Spider-Man as a glory hound at best and a criminal at worst and made sure the _Daily Bugle_ headlines reflected his opinion."

"He must have been pretty steamed when he found out that Spider-Man had been selling him photos of himself all those years," Troy quipped.

"Yeah, he was," Audrey answered. "He even tried to sue Parker for it. Of course, with Parker becoming a fugitive . . . he never was able to collect on that."

"Well, Spider-Man was pretty photogenic." He pointed to one particular picture of Spider-Man. "And check out that pose. Awesome photography right there, even if it was staged."

"Heh, yeah."

"Which costume did you like best?" Troy asked. "Original red and blue, big spider red and blue, black, or red and gold?"

"Original red and blue," Audrey replied.

"I like the black outfit. Wish he'd have stuck with it." Troy had a giddy expression on his face.

Audrey shrugged. "It's not bad. Still, the red and blue was good. So was the big spider version."

Troy eyed Audrey with a curious expression. "Speaking of Spiders, what do you think of the Spider-Women?"

"What do you think?" Audrey giggled coyly.

"My favorite was the first one. I mean, whoa . . ." He whistled. "Smoking."

Audrey chuckled slightly and looked out at the window before turning back to Troy. "I'm kinda partial toward the second one."

"You mean the one with the thigh-high boots?" Troy chuckled. "I learn new things every day."

Audrey playfully slugged him in the arm, holding back immensely so that she didn't break or crack the bones. "Perv."

"What? My weakness is a woman in thigh-high boots." Troy's smile was disarming, and Audrey could feel herself almost go weak in the knees. Fortunately, she was sitting, so it wasn't like she had to worry about falling. "Speaking of Spider-Women, I heard something this morning. On the news."

"Heard what?"

"The new Spider-Woman, the one who saved you from that porter, she killed someone."

Audrey gasped, visibly disturbed by that. Who would claim that she would kill someone? "Who? Who did they say she killed?"

"That Power Broker guy, the one who was giving crooks powers. From what I heard, she sneaked into his holding cell and suffocated him in a web cocoon."

Audrey would have collapsed if she hadn't been sitting, so stunned she was. "What? You sure?"

"Yeah." His expression was grim.

Audrey stood up. "I . . . I gotta go." She quickly leaned to log herself out and then turned to walk away. Troy gently but firmly grabbed her wrist. He wasn't nearly strong enough to hold her, not if she really wanted out. Still, it made her pause. "Troy?"

"It's ok. If you wanna talk . . ."

"I would, but not right now. Thanks, anyway. Sorry I'm flaking like this." She gently freed herself and briskly walked out of the library.

* * *

Once out of the library, she took the antigrav rail back to her house and ran inside, where she picked up her phone and called Karin. It only took two rings for Karin to pick up. "_Audrey?_" Karin asked.

"They're saying I killed the Power Broker!" Audrey exclaimed frantically. "I didn't! I know I didn't! We apprehended him and that was it!"

"_I know,_" Karin answered. "_Obviously, this is the CSA trying to frame you and in doing so discredit everything we're trying to accomplish._"

"How'd they do it?" Audrey asked.

"_We're going to have to check out Milton Labs. They might not have stopped the Spider-Man program just because the wrong person got the spider-powers._"

"Sure, but I don't have a costume anymore."

"_Sure you do._"

"I'm not using it. Not after what he did to me with it."

"_Not the costume I was talking about. I mentioned to Stark last night that you needed a new suit and he was more than happy to build one for you._"

"It doesn't have any kind of interface tech that's going to allow him to hack in and take over my body, does it?"

"_We'll check it out before you put it on. He's definitely sincere about wanting to make amends, but he's infamous for being a manipulative son of a bitch. Any gift horses we get from him should be looked in the mouth._"

Audrey chuckled. "Thanks, Karin."

"_You're welcome. See you tonight._" Karin hung up.

Audrey grinned and hung up. "See you tonight."

* * *

That night, Karin came by to Audrey's house on her motorcycle. She rang the bell and was swiftly answered by Audrey. "Hi, Karin. Wanna come in for a while?"

"Sure," Karin answered.

Audrey let Karin in and Audrey's parents quickly took note of the older girl. A leather jacket hung well on her shoulders, zipped up to her neck. Covering her legs were tight black jeans along with knee-high black leather boots. Motorcycle gloves covered her hands, while her face was about the only skin left exposed by her attire.

"You must be Karin," Mr. Hopkins greeted. "Nice to meet you."

"Likewise, Mr. Hopkins," Karin answered amiably. She removed her gloves and placed them in her jacket pockets, reaching out to shake Mr. Hopkins's hand with her now-bare one. Mr. Hopkins took her hand and shook it.

"Gonna be staying long?" Mrs. Hopkins asked.

"No, which bites, because I'd like to stick around and get to know you," Karin replied. "However, Audrey and I have a study party to go to. I just came to pick her up."

"Ok," Mrs. Hopkins said. "As long as you bring her home at a reasonable hour."

"I'll try," Karin responded.

"Get your jacket, Audrey," Mr. Hopkins advised. "It's slightly chilly out."

Audrey jogged upstairs to get her denim jacket and then came downstairs in it. "Bye, Mom, bye, Dad." She kissed her father on the cheek before departing from the house with Karin.

"You're gonna flip when you see your present," Karin whispered to Audrey as they got on Karin's motorcycle. Karin passed the spare helmet to Audrey while donning her own. She started up the motorcycle and rode away while Audrey held on to her.

* * *

It didn't take them too long to make it to the underground garage of the clock tower where the Knights congregated. Karin parked the motorcycle and extricated herself from it with Audrey. They put their helmets aside and took the antigrav lift to the nexus room of the clock tower. Stepping into the nexus room, they were greeted by the other Knights.

"We heard the news today," Iron Cage said. "It's B.S. Total frame job."

"We know that," Winter Soldier growled. "Arachne wouldn't kill a fly."

"How do we prove that, though?" Tsukikishi asked.

"We find out who's impersonating Spider-Lady and kick their ass!" Nightshade replied vehemently.

"It's not going to be as easy as you make it sound," Artemis cautioned. "However, it is obvious that the CSA didn't stop its Spider-Man program. It's someone else. Someone else with spider-powers of some kind they cooked up to kill the Power Broker before he could reveal any nasty secrets to the D.A. to save his own skin."

"Could have been Venom," Audrey suggested.

"Venom?" Iron Fist echoed.

"Yeah," Audrey replied. "I fought the Thunderbolts last night. One of their members was a woman who had powers like mine, but she had a symbiotic costume like Venom's."

"Could have been her," Karin said. "Symbiotes are notorious for being able to shape-shift. It shouldn't have been too hard for Venom to change her costume's appearance to look like your costume and then do the deed. Still, we can't jump to conclusions just yet. I think it's time we checked out Milton Labs."

"What about my costume?" Audrey asked.

"Oh, yeah!" Nightshade chirped excitedly, teleporting out and coming back with a human-shaped suit of black fabric with a silver spider emblem on the torso. "This is it, right?"

"Yeah," Karin replied.

"Is that my new costume?" Audrey asked.

"Yeah," Karin replied.

"Who made it?" Winter Soldier asked.

"A new friend, who wants to remain anonymous," Karin answered.

Winter Soldier scowled, but said nothing as Audrey took the costume and departed to change. When she came back, she was wearing the new costume, which clung to her body like a second skin. The spider symbol was designed somewhat unusually, the top two legs on either side of the spider's body connected by bars that extended into stripes that ran down her arms and stopped at arrow-pads on the backs of her hands. The bottom two pairs of legs were designed in curving patterns that ended in sharp points, like four krises.

"What is this?" Audrey asked.

"Smart stealth liquid nanotech," Karin replied. "It can camouflage itself by refracting light, disguise itself as street clothes, and even hide itself beneath your skin. Of course, it's also invisible to electronic surveillance."

"Wouldn't that last part make her naked?" Iron Cage asked.

"Saves her the trouble of taking the suit off if she has to hide it beneath her clothes when she's in school," Karin replied before departing to change her clothes. When she came back, she was in her Fearless gear sans the mask, which she put on last. "Audrey and I are going to check out Milton Labs. The rest of you monitor the situation from here and be ready to come in if we need help."

"Sure," Winter Soldier answered.

"Let's go," Fearless said to Arachne.

* * *

Soon enough, Arachne was swinging from web-line to web-line while Fearless jumped and somersaulted from rooftop to rooftop, occasionally using her energy grapple to help her close the distance. Arachne's spider-sense went off, time shifting around her, and she dropped her web-line just before a spinning red-and-white shield sliced it. She swung up on another web-line and watched as the shield returned to the hand of Captain America.

Captain America wasn't alone. He was flanked by his fellow Avengers, all of whom looked ready for a fight. Fortunately for Arachne, she wasn't alone, either, as proven when Fearless leaped across the street. Daredevil's unofficial successor used the energy grapple to help her close the distance and land safely on the rooftop occupied by the Avengers. Arachne had landed beside her, and the two girls were ready to give the Avengers the fight they seemed to be looking for.

"We don't want to fight," Captain America said. "Just surrender peacefully."

"I didn't do it," Arachne said. "I was framed."

"Even if you didn't do it, which I doubt, you're still an unlicensed vigilante," Warbird answered. "And so are you, Fearless, or do we call you Aya Gallo?"

Arachne looked at Fearless briefly and Fearless could read the surprise in Arachne's body language. "I'll explain later," Fearless replied. "In the meantime, we kick ass."

"We'll win, you know," Iron Man warned.

"In your dreams," Fearless spat.

"Ooh, cocky, aren't we?" the Hulk remarked. "I like that in a girl."

"Prepare to like it a lot less," Fearless snarled, snapping both batons out and activating the energy blades on both.

"Avengers – attack," Captain America answered, leading the charge.

* * *

End Notes: Good point to end it. I like cliffhangers, you know. And I know you do, too, even if you claim you hate them. Cliffhangers stoke people for what's going to come in the next chapter and what's coming in the next chapter is a lot of action. It's Knights versus Avengers, a showdown that some of you could probably guess was coming from the moment the Knights debuted. Will the Knights discover who framed Arachne for the Power Broker's murder? Will the Avengers realize that maybe they're fighting on the wrong side? How will Audrey and Karin's relationship develop now that they've seemingly moved beyond mere friendship? For the answers to those questions and others, read the next chapter and let me know what you think of this one.


	10. Let Slip the Dogs of War

"Marvel: Tomorrow Initiative"

Chapter 10: "Let Slip the Dogs of War"

Disclaimer: This is simply the future of the universe depicted by most of the comics published by Marvel, and therefore a lot of characters and concepts belong to Marvel. I'm simply making use of them for my own purposes.

Author's note: When last we left off, the Avengers were about to square off with Arachne and Fearless, due to the latter's status as unlicensed vigilantes and Arachne's status as a wanted murderer. If you want to see how that fight will turn out, read on.

* * *

Arachne tackled Fearless off the skyscraper rooftop and shot a web-line at another skyscraper, swinging away on it. "What are you doing?!" Fearless asked.

"Saving our asses!" Arachne shot back. "They've got Hulk, Thor, Iron Man, and Warbird! Any one of them alone would wipe the floor with us unless we play it smart! A straight fight will get us killed, or worse, locked up forever in the N-Zone!"

Iron Man and Thor were flying after the two girls, along with Warbird. Captain America was riding a motorcycle, while the Hulk bounded after them and Blitzkrieg sped down the street. Sting was riding on Captain America's shoulder while Arcane simply teleported. Undeterred, Arachne continued to web-sling for her and Fearless's lives, moving faster than she thought she could move.

"She's fast," Iron Man remarked.

"Yes," Thor agreed. "But not that fast, not if we put our backs into it."

Indeed, Blitzkrieg was running along the walls of the skyscrapers, moving fast enough to overcome gravity for short bursts. He accelerated to the point that he could kick Arachne and Fearless off Arachne's web-line. Not that it was that easy for him; Arachne was holding on via her stickiness and she pushed back.

"Stupid move," Arachne taunted. "Your powers only work when you have a surface beneath your feet."

"Then I should just hold on to you, shouldn't I, babe?" Blitzkrieg retorted, holding on to Arachne like he said he would.

"Really?" Arachne asked. "Then get ready for the ride of your life!" She began web-slinging as fast as she possibly could, with the other Avengers following her.

"I can't get a clear lock on them," Iron Man said. "Not with Blitzkrieg in the way."

"Remember, we're supposed to bring them in alive," Captain America cautioned.

"Sure," Iron Man answered.

Suddenly, Arachne, Blitzkrieg, and Fearless were all separated from each other by some invisible force. Iron Man caught Blitzkrieg, while Arachne fired another web-line and swung to catch Fearless. "What was that?" Fearless asked.

"Quantum sorcery at its finest," Arcane replied, generating knives of quantum force and flinging them at Arachne and Fearless. Arachne dropped her web-line and plummeted to avoid the knives. Unfortunately, they seemed to be following her and Fearless. Arachne fired another web-line and swung on it. "Those knives are following your quantum energy signatures. They won't stop until they get you."

Arachne swung, anyway, trying as hard as she could to get herself and Fearless away. Iron Man fired a laser net at Arachne and Fearless, forcing Arachne to drop her web-line to evade it. She fired another web-line to swing from, only for her spider-sense to go off and to perceive the Hulk intercepting them. Arachne swung at the Hulk, bouncing off his green torso and somersaulting backward with Fearless. Both girls twisted in midair, Arachne grabbing Iron Man with her webbing and Fearless ensnaring Thor with her energy cable. They attempted to place Iron Man and Thor in the path of the quantum knives, but to their surprise, the knives passed through Iron Man and Thor and struck them.

Both Arachne and Fearless cried out in pain and plummeted toward the street. Arachne had enough presence of mind to spin a giant web between the skyscrapers on either side of the street they were falling toward. Both girls landed on the web and bounced off it onto the street.

"All right, fine!" Arachne snapped. "You wanted this fight . . . just prepare to be sorry you came calling."

"I think you're the ones who'll be sorry," Captain America answered, flanked by his fellow Avengers. "I ask you one more time – surrender. Just please surrender."

"Sorry, we don't do surrender," Arachne responded, shooting stingers at the less-armored Avengers. Hulk blocked the stingers with his body, laughing mockingly at the spider hybrid.

"You think that's going to stop me?" he asked.

"How about this, then?!" Arachne retorted, lunging at the Hulk far more quickly than most humans could react. Iron Man shot a repulsor blast at her, but she flipped over it and kicked the Hulk in the face. The Hulk attempted to grab her, but Arachne dodged and kicked him again. She bounced around him, moving faster than anybody human could hope to follow or match and attacking him at each pass.

At that moment, the other Knights teleported in, either by bodyslide technology granted by the X-Men or – in Nightshade's case – their own powers. Winter Soldier scowled at each and every Avenger, drawing his favorite rifle. Artemis held her twin sai at the ready, while Tsukikishi drew his throwing crescents. Iron Cage and Iron Fist shifted into fighting stances.

* * *

"Were you two ladies going to throw a party without us?" Iron Cage asked. "We're shocked. And hurt. But mostly shocked."

"The faker's mine," Winter Soldier declared, pointing his rifle one-handedly at Captain America.

"Try it, kid," Captain America retorted.

Winter Soldier pulled the trigger, shooting at Captain America, who blocked the laser bursts with his shield while rushing Winter Soldier. The grandson of the original Captain America's partner flipped over the current Captain America and turned to kick him. Captain America whirled and blocked with his shield, but an undeterred Winter Soldier threw himself into a cartwheel-slash-flip and struck Captain America in the head.

Nightshade ran toward Blitzkrieg, who was prepared for her to attack directly . . . but not prepared for her to suddenly vanish. She reemerged behind him, with a kick aimed to his head. Blitzkrieg reacted fast enough to block her kick, but his forearm stung somewhat. He grabbed her by her ankle and snapped his leg up into a super-speed kick, which she teleported away from at the last second. She reappeared in the air, dropping on his back, only for him to begin running around the city at super-speed.

"My body's designed to handle the rigors of extreme high-speed movement," he said. "Can you say the same?"

_No,_ Nightshade admitted, teleporting herself and Blitzkrieg. When they reemerged, both the speedster and the porter separated from each other. They attacked each other again, Nightshade teleporting and attacking and Blitzkrieg blocking her attacks at super-speed.

Fearless crossed her baton blades and lunged into an attack on Iron Man, slashing at his armored chest. Iron Man crossed his arms, generating a force shield that blocked the energy blades. Undeterred, Fearless flipped behind him and slashed again, only for Iron Man to turn and catch her blade. Fearless retracted the blade and smacked him as hard as she could with just the baton. Of course, it didn't even make a dent, as she didn't have super-strength.

Tsukikishi and Thor faced off. "False god," Tsukikishi accused. "Prepare to face Tsukuyomi's wrath."

Thor pointed Mjolnir at Tsukikishi. "Try it, boy."

Tsukikishi rushed Thor, moving with blinding speed. He thrust his hand up in an uppercut-style heel attack, only for Thor to catch his wrist and squeeze. Tsukikishi snarled beneath his mask and kneed Thor in the groin, causing the artificial thunder god's eyes to bulge in pain. Thor dropped Tsukikishi and dropped to the ground.

"You may have the power of a god, but in the end, you're a man like the rest of us," Moon Knight's successor sneered.

Warbird and Artemis fought furiously, Warbird deliberately holding back so as not to seriously injure Artemis, who kept slashing Warbird with her sai. Despite Warbird's superior strength, she was having a hard time nailing Artemis, notwithstanding the fact that she was holding back a great deal of her strength. The simple reason for that was that Artemis's temporal perception, which enabled her to see Warbird's next moves and avoid them.

"What do you hope to accomplish?" Warbird asked. "Seriously, I want to know. What are you trying to do?"

"It's called civil disobedience," Artemis retorted.

"Civil disobedience is when you hold protests in front of government buildings and refuse to leave," Warbird explained. "You broke out of holding and fought crime without a license both before and after. That's not civil disobedience; that's more like insurrection."

Artemis flipped over Warbird's head, only for Warbird to tilt back far enough to kick her in the stomach. Artemis let the blow propel her and somersaulted in midair, landing on her feet. "An unjust law is no law at all." She threw one of her sai at Warbird, only for Warbird to knock it aside. Of course, the thrown sai had been merely a distraction for Artemis to charge Warbird and slice her throat with her other sai. Fortunately, Warbird was more or less invincible, so it wasn't like she'd die from the wound; it'd just be highly unpleasant.

Iron Cage fought Sting, who was buzzing around him at insect size and shooting bioelectric blasts at him. The blasts were highly irritating, and all they were really doing was pissing him off. He attempted to swat her, but she kept dodging his hand. "Damn it, stay still!" he exploded in exasperation.

"No thanks," Sting chirped.

Iron Fist and Arcane clashed with each other, chi versus quantum sorcery. Iron Fist channeled his chi into his hand and slammed his hand onto the ground, sending a wave of chi-turned-lightning through it. Arcane jumped into the air to avoid it and threw quantum knives at him. Iron Fist channeled his chi again and punched the quantum knives, only for them to dissipate into him and fry him through his chi aura.

"Try again," Arcane taunted.

* * *

The Hulk was attempting to grab Arachne, but Arachne had speed and agility on her side. The Hulk only had his strength and was not that fast, unfortunately for him. This allowed Arachne to dart in for quick attacks and avoid the Hulk's attempts on her. "Stay still, you little bitch!" he yelled in exasperation.

"You're rude," Arachne pouted. "You're very rude. Calling a lady a bitch? Do you have woman troubles?"

The Hulk bellowed in frustration and charged her. Arachne flipped over him and shot impact webbing at his torso and legs, binding him and causing him to collapse on his front. She landed on his back, grinning widely beneath her mask. "You have the same problem as the original Hulk, don't you? The rage factor. Makes your ability to think and reason more dubious. Pretty soon you'll be screaming 'Hulk smash.'"

Fearless continued slashing at Iron Man with her baton blades, attacking him from every angle imaginable. None of it really worked; Iron Man moved faster than even she could follow, blocking her strikes every time. Fearless flipped back, extending the whip-blade and lashing Iron Man with it. Iron Man simply caught the whip-blade and Fearless launched herself at him by way of retracting the blade in a way that forced the hilt to move closer to the armored man holding the blade. The speed of her attack almost caught Iron Man by surprise . . . emphasis on "almost," as he tagged her with a repulsor blast in mid-lunge, knocking her back.

"Why do you do this to yourself, Aya?" Iron Man asked. "Why? Is there a point I'm missing? Do you somehow think the world's going to be a better place if empowered humans can do whatever they please?"

"Better that we have a choice than no choice!" Fearless snarled, twisting onto her feet.

Suddenly, Iron Man was knocked down by a kick from a black-clad female figure. He quickly rolled to his feet, looking up at his attacker, none other than Arachne herself. "And there's your partner in this lunacy. I wonder, does she know what she's gotten herself into with you?"

"What are you talking about?" Arachne asked.

"Oh, you don't know?" Iron Man asked. "Miss Gallo here used to be a very bad girl. But she had a talent. It seemed that she was very agile, for someone who was supposed to be a standard-issue human. Too bad she used it for petty theft, but the police caught her and some representatives from the Initiative gave her a choice: either go to jail or join them. A pity she spat their generosity back in their faces."

"Go screw yourself," Fearless snarled, running at Iron Man and lashing at him with her whip-blade. The blade wrapped around Iron Man's torso, only for Iron Man to use the magnetic clamps in his boots to root himself to the ground so Fearless couldn't tug him. To her relief, Arachne's hands held hers.

"Let's try it together," Arachne whispered in her ear.

Both girls pulled, Arachne's strength adding to Fearless's and Iron Man was ripped off the ground, only to take the ground with him. Arachne jumped up and kicked him higher into the air, bending forward to grab his torso and flip over him before proceeding to punch him down to the ground. Iron Man deactivated his magnetic clamps and flew at Arachne with repulsors aimed at her. He fired the repulsors machine gun-style, with Arachne dodging at superhuman speed.

With Iron Man occupied by Arachne, he didn't notice Fearless moving behind him . . . until she'd extended her baton blade through his back and front. Iron Man gasped in shock as she retracted the blade. "What . . . how?"

"Figured I needed to get in close for it to work," Fearless explained. "And besides, those nanites they gave you so you could sync with your armor better gave you a healing factor, so it's not like it's fatal. It'll just keep you out of commission for a while."

"You . . ." Iron Man uttered, only to collapse.

* * *

Winter Soldier and Captain America continued to fight, Captain America blocking with his shield and Winter Soldier attacking him. Captain America might have been the peak of human ability, but Winter Soldier was actually superhuman, to a degree. Then there was the fact that both were highly skilled fighters, plus Winter Soldier was nearly insane with fury that the U.S. government thought it could so easily replace Steve Rogers.

Winter Soldier drew his rifle again and let loose with a laser barrage that Captain America easily dodged. The super-soldier threw his shield at Winter Soldier, only for Winter Soldier to dodge and rifle-whip Captain America before the shield could return to him. Winter Soldier pressed his advantage, beating Captain America viciously. He heard the shield coming back and brutally smacked it away, continuing his pummeling of Captain America.

"_Fake! Liar! Deceiver! Impostor!_" he screamed, angry tears in his eyes.

Suddenly, he was tackled by a super-speeding Blitzkrieg, who slammed him into the ground. Winter Soldier snarled and punched Blitzkrieg hard, nearly snapping his neck. Fortunately, someone adapted to the rigors of super-speed movement could take a punch better than normal humans could. Winter Soldier kicked Blitzkrieg off him and glared balefully at him.

"He shouldn't dare to call himself Captain America. There's only one Captain America, and he's long dead."

"America needs him," Blitzkrieg retorted, speeding to attack Winter Soldier again. This time, Winter Soldier was ready and grabbed Blitzkrieg's arm, turning the speedster's momentum against him and throwing him at the ground. Blitzkrieg recovered quickly, skidding on the ground and attacking Winter Soldier again. Winter Soldier blocked the speedster's attack and broke his nose with a vicious head-butt. It helped that his skull – like the rest of his skeletal structure – had been coated in techno-organic mesh.

"What do you know about what America needs?" Winter Soldier asked bitterly. The cyborg heard the sound of Captain America's shield piercing air and dodged, letting it hit a pain-slowed Blitzkrieg. He picked up the shield and slung it on his arm, facing a risen Captain America.

"Give that back," Captain America ordered.

"No," Winter Soldier answered. "You don't deserve it. I don't deserve it. Nobody deserves it." He smiled viciously. "But if you insist . . ." He threw the shield with inhuman force, aiming to decapitate the "impostor." Suddenly, Nightshade teleported on top of the shield and teleported away with the shield, startling both combatants. "What?"

Captain America lunged at Winter Soldier, who simply stuck his leg out and caught the super-soldier with it, throwing him aside. Winter Soldier drew his rifle again and started shooting, only for Captain America to dodge his laser bursts. Winter Soldier ran at Captain America, firing the entire time, while Captain America dodged the blasts even as Winter Soldier got closer to him. Finally, Winter Soldier stopped shooting and threw his rifle at Captain America's legs as an improvised boomerang. Captain America jumped up to avoid it, only for it to turn out that Winter Soldier was using the rifle as a distraction, jumping to kick the super-soldier down.

"Why do you hate me so much?" Captain America wondered.

"Because you're not the real thing," Winter Soldier answered coldly, landing in front of Captain America. "The real Captain America died because he refused to be some government lackey. You're not worthy of the shield. I'm not worthy of the shield. No one is."

Lightning came down, although Winter Soldier grabbed his rifle and dodged it. "You will not harm him," Thor ordered.

"Another impostor," Winter Soldier snarled. "You're going down, too."

Thor pointed Mjolnir at Winter Soldier and called forth more lightning with which to attack him. Winter Soldier jumped into the air and kicked Thor, striking with more force than expected due to the techno-organic mesh coating the bones of his foot. Winter Soldier shot Mjolnir out of Thor's hand while landing on the ground and overloaded the energy pack of his rifle, throwing it at the artificial thunder god just before it exploded. The blast threw Thor back with enough force to stun him.

* * *

Iron Cage was still contending with Sting, who kept buzzing around him and stinging him with bioelectric blasts. He kept swatting at her, but she was simply too fast. Suddenly, she stopped. "What the . . . ?" Iron Cage wondered. He looked down and saw that she was lying facedown on the ground with a stinger poking out of her back. "Thanks, spider-chick."

"The neurotoxin that stinger's tipped in would temporarily knock out a normal-sized person," Arachne said. "With her as she is now, she might be comatose for a while." She gently picked up the unconscious Sting and stuck the insect-like woman to her back, swinging into action against Warbird, who was still fighting Artemis.

"What do you kids hope to accomplish by doing this?" Warbird asked Arachne, who simply shot impact webbing at her. Warbird flew into the air to avoid it and dived toward Arachne, gathering velocity as she descended. Arachne's spider-sense was on, her senses perceiving her environment so quickly that time seemed to slow down. She waited, waited, waited . . . and just when Warbird was about to strike, Arachne sidestepped her and reached for her outstretched arm. Unfortunately, Warbird had faster reflexes than Arachne had anticipated and twisted to avoid Arachne, spinning briefly and lashing out with a powerful kick that Arachne was barely able to dodge.

"We're fighting for the right not to become tools of warfare just because we have powers," Arachne answered. "We're human beings. We have the right to use our abilities as we choose so long as we don't hurt anyone."

"You're talking about going back to the days of superhuman anarchy," Warbird retorted. "Do you have any idea what those days were like?"

"Do you?" Arachne asked. "Because to me, it sounds a whole lot better than being a living weapon for the government to deploy whenever it needs its objectives met."

"You don't get it!" Warbird yelled indignantly. "Your own case ought to prove the reason the SHRA became law! You killed someone your first night out in costume! You participated in a superhuman jailbreak! You murdered the Power Broker! And your friend, Miss Aya Gallo? She's committed almost every single criminal act associated with superhumans that we have a law against! Neither of you make a very good case for why superhumans should be allowed to go unchecked!"

"I'm guilty of what happened to that guy, and of the jailbreak, but I didn't kill Power Broker," Arachne said. "The first one was an accident and the second was opposing an unjust law. Were any of those people in that jail going to get trials or were they just going to be thrown into the N-Zone or forcibly stripped of their powers and locked up forever in some federal prison?"

"That's not how it works," Warbird answered. "We're not the despots you'd like to believe we are."

"We brought in the Power Broker, you know," Arachne commented. "Is that something you're embarrassed by? That a bunch of unlicensed brats captured a long-wanted federal criminal that you guys, with all your obvious advantages, couldn't?"

Tired of arguing, Warbird half-lunged, half-flew at Arachne, only for Arachne to jump up and kick Warbird, who quickly recovered and flew at Arachne again. Arachne flipped over Warbird and shot impact webbing pellets at the Kree-human hybrid, trapping her. "I want you to think about something while you're stuck," Arachne whispered in Warbird's ear. "If I'm such a vicious little bitch, why didn't I finish you off just now?"

Arachne's spider-sense triggered again and she looked to see Arcane about to strike her down with a thousand quantum knives hovering above her head. Unfortunately for Arcane, Nightshade teleported behind her and knocked her out with Captain America's shield. The blue-furred girl teleported down to Arachne, smiling brightly at her. "Is that all of them?"

"They're either trapped or unconscious," Fearless replied.

Arachne peeled Sting off her back and laid her down next to Warbird, as the other Knights gathered. Artemis was supporting Tsukikishi, who had been punished severely by Thor for the humiliating blow Tsukuyomi's Fist had delivered to the artificial thunder god. Iron Cage was carrying Iron Fist, who was still trying to shrug off the effects of Arcane's quantum knives.

Captain America graced the Knights with a ruefully analytical stare. "What are you trying to do?" he wondered. "Is there something you're getting at that I don't see? Do you see anything better coming out of superhuman anarchy than we have now?"

"I don't know," Fearless admitted. "But better to die on our feet than live on our knees." She pushed her hair back and pressed something in her ear. "Bodyslide by eight – Fearless, Arachne, Winter Soldier, Nightshade, Tsukikishi, Artemis, Iron Fist, and Iron Cage." The Knights teleported away, leaving behind a bewildered Captain America and a defeated team of Avengers.

* * *

End Notes: Were you expecting the Knights to win or the Avengers to win? Either way, I didn't make it that easy for either of them. The Knights still got messed up pretty badly, but the Avengers got it worse, I think. Philosophically, I think there's going to be some real soul-searching from at least some of the Knights and the Avengers. After all, we as Marvel fans may disagree with how registration's been handled and implemented and many of the characters may disagree, too, but there are two alternatives to registration. One is "superhuman anarchy" – which is a misnomer because even before registration, heroes were generally willing to cooperate with each other and legitimate authorities. The other is the government locking up and/or killing everybody with powers, mutant or mutated human. As for "Aya Gallo," a.k.a. Karin Kusanagi, a.k.a. Fearless, the Avengers' revelations about her past might drive a wedge between her and Arachne . . . unless Aya/Karin is willing to tell the truth to Arachne.

Enough out of me; don't be afraid to let me know what you thought of this chapter.


	11. Meditations on a Dystopia

"Marvel: Tomorrow Initiative"

Chapter 11: "Meditations on a Dystopia"

Disclaimer: The general background and setting belongs to Marvel Comics; I'm just depicting a possible future of the universe depicted in the comics published by Marvel.

Author's note: You saw the Knights and the Avengers clash for the first time. You saw the Knights triumph . . . or so it seemed, for Iron Man's revelations about Fearless's past have dealt a psychological blow to the trust between Arachne and Fearless. Not that the Avengers have walked away on entirely solid psychological ground; they're starting to question whether or not they're fighting for the right reasons. To see how those developments turn out, read on.

* * *

When the Knights returned to the clock tower that was their headquarters, Arachne whirled to glare at Fearless. "What else are you keeping from me?" she asked bitterly.

"That was a long time ago," Fearless replied. "A lifetime ago, in fact. That's not who I am now. Not anymore."

"I thought you trusted me . . ." Arachne murmured, her mask sliding beneath her skin to reveal her face, the hurt clearly visible in her eyes.

"Audrey . . ." Fearless murmured, reaching out to her. Arachne slapped her hand away.

"Don't come near me. Just don't. I gotta get home." Arachne climbed out of the clock tower through the roof access, standing before the giant clock face, and fired a strand of web to swing away on it. As she swung, silent tears streamed down her face. She moved aimlessly toward home, just relying on instinct to safely guide her away from the clock tower. She was moving too fast for the surveillance drones to spot her and the stealth technology in her suit would keep them from picking her up, anyway, so she would be safe.

Back in the clock tower, Nightshade pointedly kept her distance from Winter Soldier, who was simply scowling. Finally, Nightshade began to speak. "You tried to kill him," she said. "I know you hate him for replacing Captain America, but you tried to kill him!"

"He doesn't deserve to call himself Captain America," Winter Soldier hissed. "Captain America stands for liberty, for justice, for democracy. That fake stands for nothing more than his fascist paymasters. I wasn't going to let him continue to desecrate the memory of Captain America."

"Even if you had to kill him?"

"Yes. We're an anti-registration force. That means we'll come into conflict with registered superhumans. That includes the fake, and I was hoping for this chance, anyway."

"Is that the whole reason you joined us?" she wondered. "So you could get your revenge on him?"

"He's a pretender to the shield," he answered bitterly. "But you know what they say: You get the leadership – or in this case, the 'heroes' – you deserve. And these people don't deserve a true hero like the real Captain America. They killed him. They killed him the moment they chose to value their own security over a man who knew what freedom meant and who was willing to fight for it to his end. Benjamin Franklin: 'They that would give up liberty for a little temporary security deserve neither and will soon find themselves without either.' That's what's happened. The super-criminals are still rampaging out there, and anybody with abilities beyond the human norm is forced to become a government slave."

Nightshade looked at Winter Soldier with sad golden eyes. "I think this hero worship thing you have going on for Steve Rogers is a little out of hand."

"Tell me about it," Iron Cage grumbled. "Boy's damn near psycho over that guy."

Winter Soldier flipped Iron Cage off, provoking the strongman's anger. "All right, soldier-boy! You're going down!"

Iron Cage lunged at Winter Soldier, only for Winter Soldier to easily sidestep Iron Cage's charge and add his own force to Iron Cage's momentum, sending the strongman crashing and rolling to the ground. Iron Cage rolled to his feet, glaring at Winter Soldier, who glared back through his domino mask.

"Anytime you're ready," Winter Soldier spat.

A more-or-less awake Iron Fist moved between Winter Soldier and Iron Cage, using chi barriers to keep the two from coming near each other. "Dammit, you two, this is _not_ how to settle things. Lucas, try to respect his feelings about the original Captain America. Winter, try not to let your feelings about the original Captain America cloud your judgment when you get into another fight with the current."

Iron Cage let out a snarling sigh. "This isn't over, soldier-boy. Not by a long shot."

"You're not my enemy," Winter Soldier answered. "Don't cause me to treat you as such."

"I think there's a question none of us have really taken the time to ask aloud," Tsukikishi said.

"What's that?" Artemis asked, her green eyes looking into Tsukikishi's masked eyes.

"Say we do make the public lose faith in registration," Tsukikishi explained. "What then? What's going to stop the government from just going Project Wideawake on us all, registered and unregistered alike?"

"That's a good question," Fearless mused, taking off her mask.

"Your girlfriend seemed freaked," Iron Cage remarked to her. "Wanna tell us what that's about?"

"Iron Man," Fearless spat. "He called me by my original name and told Arachne the more sordid details of my past."

"I suppose this Iron Man learned how to be a dick from the original," Iron Cage remarked. "You think she'll still stick with us?"

Fearless sighed. "There's a chance. At least, I hope so."

* * *

Once Arachne neared her house, she dropped into the shadows between houses and willed her costume to change into what she'd been wearing before she put it on. She opened the door with the spare house key and entered the house. She walked somberly upstairs to her room and fell facedown on her bed, her clothes reverting to her costume and her costume retracting beneath her skin, leaving her naked. She got up to throw on an oversized T-shirt and brush her teeth before returning to bed for a troubled sleep.

Morning found Audrey just as troubled as she'd been when she went to sleep. She staggered to the bathroom, where she brushed her teeth and showered. She walked back to her room and dressed herself, this time in an oversized T-shirt and loose jeans. She slipped on her usual pair of slightly worn-out sneakers and brushed her slightly frizzy hair before tying it back in a ponytail. She walked downstairs, only to find her parents sitting at the dining table with unusually soft yet worried expressions.

"Mom? Dad? Something wrong?" Audrey asked.

"Sit down, Audrey," Mrs. Hopkins replied.

Audrey sat down, bewildered and worried. "What's wrong?"

"Your mother and I talked this morning and we have some questions to ask you," Mr. Hopkins answered.

"Go ahead," Audrey said, feigning ease.

"It's about the time you've been spending with Karin," Mr. Hopkins explained. "Are you just studying?"

"Uh, yeah," Audrey replied.

"It's ok," Mrs. Hopkins said. "You don't have to keep it from us."

"Keep what from you?" Audrey asked.

"We figured out you and Karin had gotten close," Mr. Hopkins replied. "As in, 'more than just friends' close. It doesn't matter to us; as long as she treats you like the lady you are, we have no problem with her."

"Thanks," Audrey answered. "But . . . I'm not sure it's going to work out between us."

"Why's that?" Mrs. Hopkins asked.

"When we were going out together last night, some people who used to know her spotted us," Audrey explained. "One of them mentioned some things about Karin that . . . that really unsettled me."

"Such as?" Mrs. Hopkins asked.

"They mentioned that she used to do bad things," Audrey replied, "and then ran off." She carefully neglected to mention that those people had pursued her and Karin and ultimately forced them into a fight in lieu of escape.

"Is that the person she is now?" Mrs. Hopkins asked. "Is that the person you know?"

"I'm not sure what I know about her," Audrey admitted. "She's so secretive sometimes."

"Whatever secrets she has, she truly does care about you," Mr. Hopkins said. "That much we've seen for ourselves. She wouldn't have visited you in the hospital if she didn't care at all."

"Yeah, I suppose you're right," Audrey mused. "But I kinda ran out on her. I was just startled by what I'd found out about her."

"Well, you'll see her in school today, so that gives you the chance to make it up to her by listening to what she has to say," Mr. Hopkins said.

"You're sure about that?" Audrey questioned.

"Yes," Mr. Hopkins answered. "Now hurry up and eat your breakfast or you'll be late for school."

"Thanks, Dad." Audrey kissed her father on the cheek, then her mother, and picked up her toast, running out the door. She ate her toast and went to the rail station to make her ride to school. Once there, she waited for her rail to come and rode it to school when it did come. Upon reaching the stop near her school, she got off and walked the rest of the way to Midtown High.

* * *

Inside the school halls, she found Karin waiting for her by her locker. "Karin?"

"Audrey," Karin answered somberly.

"We have to talk," Audrey said.

"I know," Karin replied. "But not right now. Not here."

Audrey looked at Karin searchingly. "When, then?"

The leather-jacketed girl stared back at Audrey, dark eyes giving away nothing. "After school, when we're alone."

"Sure," Audrey conceded.

* * *

If the Knights thought they had it rough after their fight with the Avengers, they would be surprised at just how hard the Avengers were taking it. Of course, the Knights didn't have someone like Niles Gyrich overseeing them. Furthermore, the Knights had technically won the fight, which had plenty to do with Gyrich's fury, a fury that Gyrich was turning on Captain America, the leader of the Avengers.

"What the _hell_ was that, Stephens?!" Gyrich yelled.

"We had them outgunned," Captain America answered, "but we underestimated their resolve . . . and their rage."

"Obviously," Gyrich sneered, "judging by the condition you were in when you got back here."

"We're all alive, fortunately," Captain America went on. "Blitzkrieg's well on his way back to good health, Iron Man's nanite-based regeneration saved him, resizing Sting allowed her body to burn out that neurotoxin more easily, Arcane and Thor are awake, and Hulk and Warbird were fine as soon as we cut them out of Arachne's webbing."

Gyrich glared at him. "Not good enough. You should have won."

"I know that." The super-soldier was somber.

"Even worse, the surveillance drones happened to catch your embarrassing defeat," the Avengers' overseer went on. "That in and of itself wouldn't be so bad, as we could easily erase that footage, but someone hijacked every television signal in the country and showed it on every television set regardless of whether those sets were being used or not. Now it's impossible to take back. We're going to have to explain to the public how a crack team of superheroes could be beaten by a bunch of unlicensed renegades."

Captain America pondered that for a moment. "I'm sorry. We can't win every battle, though."

Gyrich sighed. "True enough, but it's public perception that's going to be the problem."

Just then, a dark-haired young man – Toshiro Kurosaki, a.k.a. Iron Man – walked in. "I don't mean to interrupt, but I think I've found a way to wrangle a silver lining from this cloud."

"Go on," Gyrich prompted.

Toshiro guided Captain America and Gyrich to the supercomputer. "Here goes." He concentrated, psionically connecting his armor's operating system to the supercomputer's operating system. He mentally manipulated the supercomputer to display the armor's recording of Arachne from the previous battle.

"What's this supposed to be?" Gyrich asked.

Toshiro willed the supercomputer to display a diagram of Arachne's suit's operating system. He then willed it to display a diagram of the operating system of the Scarlet Spider Armor. He manipulated the two diagrams into overlapping, the supercomputer highlighting the parts that matched each other. "What do you see, Gyrich?"

"The same person who designed the original Scarlet Spider Armor designed Arachne's costume," Gyrich deduced.

"And that would also be the man who originally created the armor from which mine was ultimately derived," Toshiro added.

"Stark," Gyrich growled. "He's still around after all this time."

"Tony Stark?" Captain America asked.

"Yes," Gyrich hissed. "I never would have anticipated him to resurface like this . . . aiding those ridiculous children."

"What do we do?" Toshiro asked.

"We find him," Gyrich answered. "And we find those children. We find them and we put them away." He stalked away, leaving Captain America and Toshiro alone. As he walked out, Warbird stepped in.

"Something's been bothering me," Warbird said.

"What is it?" Toshiro asked.

"Are we sure Arachne is the one who killed the Power Broker?" Warbird asked.

"The camera caught her entry and it was definitely spider webbing that suffocated him," Toshiro answered.

"There's just one problem with that," Captain America brought up.

"And that would be?" Toshiro questioned.

"We still have samples of Arachne's webbing from our fight with the Knights," Captain America replied. "And we have samples from the web cocoon the Power Broker was wrapped in. We can compare the two, see if they match."

"That shouldn't be too hard," Toshiro said. "Let's do it."

* * *

The three Avengers went to the Initiative Science Division. "Hey," Warbird greeted. "Mind if we check out some webbing samples?"

"You sure?" a scientist asked.

"All we need is to make a simple comparison of the webbing found to have killed Power Broker and the webbing used by Arachne to tie up Warbird," Toshiro replied. "I can do that with a scan from my armor."

"All right," the scientist conceded.

Toshiro stripped down, revealing the nanotech under-sheath that allowed him to mentally interface with his armor. He summoned the armor, allowing it to attach to him piece by piece. Finally, he donned the helmet, becoming Iron Man. The scientist showed him the two samples of webbing, allowing the armored industrial heir to scan them.

As Iron Man walked out to compare the two webbing samples, Warbird and Captain America followed, Warbird aiming a searching look at the armored industrial heir's back. "She could have killed me. She had me bound and that stuff would have taken a long time even for me to get out of. But she didn't kill me."

"I know what you're thinking," Captain America added sadly. "What if we're wrong about these kids? What if they've got good reasons to not register?"

"There isn't a good reason not to register," Iron Man cut in. "Law's the law. People with power have to be accountable, no matter what. Not everyone's an upstanding citizen."

"True, but . . . those kids," Captain America murmured. He closed his eyes, remembering the look of sheer rage and hatred on Winter Soldier's face as the bio-cyborg pummeled him.

"Scan's finished," Iron Man replied. "The samples aren't identical. The webbing we got off Warbird was not the same webbing that asphyxiated Power Broker. That in itself proves nothing, though; Arachne was wearing a red costume at the time of Power Broker's death and when we encountered her, she was wearing a black costume. The chemical makeup of the webbing could have changed along with her sense of fashion."

"You still think she killed Power Broker?" Warbird asked.

Iron Man looked at Warbird. "It doesn't prove she didn't do it, but it doesn't conclusively prove her guilt, either. I think we're going to have to look a little deeper into this whole thing."

"What about the security footage?" Captain America asked.

"What about it?" Iron Man asked.

"The surveillance drones caught Arachne on her first night out," Warbird replied. "Back when she was just wearing a Halloween costume. We can compare that footage with the one of her infiltrating the jail."

"On it," Iron Man said, mentally accessing the surveillance drones' recordings. He sifted through them, going back to that very first night that Arachne had appeared. Simultaneously, he accessed the security footage from the night of the Power Broker's murder. He compared the two images of Arachne he saw. They moved similarly, with the same spider-like agility and grace, but their movements were not identical. In fact, the Arachne wearing a Halloween replica of Spider-Man's costume moved just like the Arachne he had fought, while the Arachne that was breaking into the jail moved differently, with a more womanly gait.

"What is it?" Captain America asked.

Toshiro removed his helmet. "Arachne didn't do it. The one who came in to kill Power Broker moved more like a woman, while the one that fought me moved more like a teenage girl. But if she didn't do it . . ."

"Could have been a granddaughter of one of the Spider-Women," Warbird said. "Would have inherited similar powers."

"An unlicensed vigilante killing someone like Power Broker," Captain America uttered, more to himself than his two colleagues. "Too convenient, anyway."

"What are you thinking?" Warbird asked.

Captain America looked gravely at Warbird and Iron Man before he spoke again. "I'm thinking . . . that someone within the CSA set this up."

"Assuming we were to entertain this lunatic notion of yours, who and why?" Toshiro asked, half scoffing and half genuinely curious.

"The Knights struck a blow to the idea of licensed superheroes when they were able to capture Power Broker while we – with all the resources at our disposal – could not," Captain America explained. "Or, in the minds of some radicals who think we're all fascists for making people with powers register with the government, would not. To avenge that blow, someone with powers similar to Arachne's killed the Power Broker, most likely someone sent by the CSA. Then we went after the Knights and we got the crap beaten out of us. As if that wasn't enough humiliation, but somebody broadcast that fight on every television set in the nation, and it's probably found its way to the Internet now."

"Wait a second," Warbird said. "Are you saying that Arachne's framing was done as a matter of getting back at the Knights for capturing Power Broker?"

"Yeah, that's exactly what I'm saying," Captain America replied.

"But who'd have the wherewithal?" Toshiro asked.

"A female Scarlet Spider, for starters," Captain America suggested. "The Scarlet Spider Armors can duplicate the original Spider-Man's basic abilities, which Arachne would also have, and they can look like other types of clothing. Another option is that Codename Arachnis didn't stop just because an unlicensed vigilante got the spider-powers."

"If that's true . . . how are we going to prove it?" Warbird asked. "I mean, we could ask Gyrich, but I don't think he's going to actually confess to framing an unlicensed vigilante for murder, whether he did it or not, or rat out whoever was involved, and that's assuming he knows."

"We could ask him in my presence," Toshiro proposed. "I have biometric scanners that could determine whether he's telling the truth or not."

"If we ask, he'll deny it," Captain America stated. "We need to come at him with proof. Hard evidence that someone set up Arachne."

"You do realize that if it looks like we're taking up the case of someone who technically is violating federal law, we'll look disloyal," Toshiro brought up.

"She's still an American citizen and she's entitled to the same rights as any other," Captain America answered. "Just because she has powers and isn't using them for the government doesn't mean she deserves to be railroaded."

Toshiro sighed. "Let's do this." He mentally dived into layers of encrypted data, deciphering those encryptions and passing through each layer. He searched through the data and he . . . blinked.

"What is it?" Warbird asked.

"Codename Arachnis is still working on creating another Spider-Man," Toshiro replied. "The first try was cloning, but their first viable clone resisted the conditioning process and escaped. The second try was using a retrovirus derived from the original Spider-Man's DNA and mixed with spider venom to duplicate the original Spider-Man's powers in the subject. Of course, that spider escaped and bit some poor high school girl . . ."

"What are they trying now?" Warbird inquired.

"They're trying direct gene splicing," Toshiro answered.

"Wait a second," Captain America said, peeling off his mask to reveal the handsome, all-American face of Robert Stephens. "They wouldn't give the mission of a frame-up to an operative who was known to the public. It'd have to be covert ops. Or black ops."

"Black ops?" Warbird repeated. "Does that mean . . . ?"

"Yes," Captain America confirmed grimly. "Justice Like Lightning."

* * *

End Notes: "Justice Like Lightning," huh? You know what that means, for those of you who followed the Thunderbolts during and after the Civil War. The triad of Captain America, Iron Man, and Warbird know that Arachne is not responsible for the death of Power Broker, but when they do find who is responsible, will they be able to do anything about it without becoming outlaws themselves? And what about the secret origin of Karin Kusanagi, or Aya Gallo as she was once known? For the answers to those questions and others, read on, and let me know what you think in the meantime.


	12. Secrets and Truths

"Marvel: Tomorrow Initiative"

Chapter 12: "Secrets and Truths"

Disclaimer: The general setting and background belongs to Marvel Comics; I'm simply extrapolating from current events in that setting and background the possible future of the Marvel Universe. I make no profit from this story except deep satisfaction that someone is reading this.

Author's note: Here is where you learn the secrets of the girl known as Fearless, also known as Karin Kusanagi and formerly known as Aya Gallo. How did she join the Initiative, and how did she come to her decision to leave? Also, what will Captain America, Iron Man, and Warbird discover as they plunge deeper into their investigation of who framed Arachne for the Power Broker's murder and how will that discovery impact their beliefs and allegiances? For the answers to those questions and others, read on.

* * *

It had been a day full of tension for Audrey and Karin, and not of the romantic variety. The secrets that lay between them were a chasm, ready to swallow one or the other or possibly both if they tried to cross it. The chasm was the reason they were so near and yet so far from each other throughout the school day.

At last, it was over and the girls were ready to go home. "Your place or mine?" Karin asked.

"Mine," Audrey replied.

Karin nodded and got on her motorcycle, donning her helmet. Audrey got on behind her and took Karin's spare helmet, placing it on her head. Karin started the motorcycle and rode away from Midtown High, though not before Troy and Jenna spotted them. Troy and Jenna exchanged a gaze of mutual confusion.

Karin made it to Audrey's house within thirty minutes. She parked the motorcycle beside the curb at Audrey's house and removed herself from the motorcycle. Audrey got off the motorcycle as well and both girls took off their helmets, putting them in the holders built into the motorcycle chassis. They walked down the path to the house and Audrey let herself and Karin in via the spare house key.

"Where do you wanna do this?" Audrey asked. "Living room? Kitchen? My room?"

"Is the last one an invitation?" Karin asked.

Audrey blushed. "No. Just asking."

"Living room will do," Karin said.

Audrey and Karin walked into the living room, Audrey gesturing at Karin to sit down. Karin sat down and Audrey sat beside her. "Now, what's this Iron Man and Warbird kept saying about you being Aya Gallo and some kind of super-thief? And having powers already when you told me you didn't have any?"

"It starts in Philadelphia, Pennsylvania," Karin replied. "I was Aya Gallo, then. At least, that was my birth name. Have you heard the last name 'Gallo' before?"

"It's familiar, yeah," Audrey admitted. She blinked once, and then her eyes widened. "Gallo? As in Johnny Gallo? As in Ricochet?"

"Yeah," Karin admitted. "I'm an indirect relative of his. I suppose that's where my agility came from. When I was younger, I had a natural aptitude for gymnastics. I mastered everything they taught me within days, or rather, I got to semipro level within days. Actual professional level took me a little longer, but it didn't take me that long to get to the point where my parents were talking about putting me in the hands of an Olympic trainer.

"Then I torpedoed all that by getting into thieving. I was looking for a challenge, really. Gymnastics didn't provide that because I was just too good, in my opinion. Thus, I became a thief. I used my agility to get past security systems and take whatever I felt like taking. I was good at it. Really, really good. Alas, even the best of thieves eventually get caught, and I was no exception.

"While I was sitting in a police holding cell, I saw these two guys in suits come my way. They said they were with the Initiative and according to what they'd seen, my abilities exceeded those of a normal human by a considerable degree. They offered to make sure I wouldn't get a criminal record or be sent to juvie . . . if I came to the Initiative for training. I didn't want to go to juvie, so I said, 'Sign me up.'

"I came to Camp Hammond, and it was a whole new experience for me. I thought the gymnastics instructors were harsh? They were freaking Mary Poppins compared to the trainers at Camp Hammond. While I was there, I got pulled away for the Daredevil process. They amplified the parts of my brain responsible for processing and interpreting sensory input, which made my senses way better than normal and had the byproduct of making me even more agile. The side effect was that the fear center of my brain was damaged, which basically wrecked my ability to get scared."

"That explains the crazy things I've seen you do," Audrey mused.

Karin chuckled. "Yeah. I'm the Girl Without Fear. Anyway, I made a friend there, who called himself Sonic Youth. He could manipulate the air molecules that transmitted sound for a lot of things, like selectively shutting out sounds or just blocking out all sound. He could also amplify certain sounds to the point everyone's ears bled or distort those sounds to confuse people." She smiled sadly. "And he made the most beautiful music, too."

"You sound like you were in love with him," Audrey observed.

Karin smiled. "Maybe I was. I don't know. I could have been. Of course, I never really thought about it, given the anti-fraternization rules of the camp. But he thought about it. I could tell from how his heartbeat spiked whenever he spotted me. We could have been something, anti-fraternization rules aside, if he hadn't gotten killed in training. One of the other trainees, a speedster, tripped and crashed into him going at Mach 2.

"Things went to hell with me for a long time. I could barely stand to get up in the morning for training, and it wasn't like the trainers were that sympathetic. We were just weapons to be polished and perfected, human emotions be damned. The speedster got kicked out of training, but not before being dosed with S.P.I.N. to keep him from using his powers as an unlicensed vigilante. Other than that, things went on as though nothing had happened . . . and I could tell that things weren't quite right. I kept asking about whether his parents had been told yet, but the last time I did that, they threatened to throw me in juvie.

"Clearly, I wasn't going to get the answers I needed if I just asked. One night, I waited until everyone was asleep and I sneaked out of bed. I got into my training clothes and I sneaked around the camp, looking for wherever they might be keeping Sonic Youth's body. I found it, all right, but not in the way I was hoping to find it."

Audrey looked at Karin. "How did you find his body?"

Karin breathed in deeply. "I found his body in a lab . . . where the Initiative's scientists were dissecting it. Like he was a frog in biology class!"

Audrey gently grasped Karin's shoulders. "Was it an autopsy?"

Karin shook her head. "No. From the way they talked, it seemed like they were trying to discover what factor in his DNA produced his powers so they could make more like him." She laughed bitterly. "Why not? A sound manipulator could aid the military in stealth missions. Keep special operatives inaudible to the enemy until it's too late for the enemy to do anything other than die.

"But security spotted me. I fought them to the best of my ability, but as agile I was, I was outmatched. They weren't just going to dose me with S.P.I.N.; they were going to kill me so I couldn't talk. The only thing that saved me from that was the X-Men cell that had set up shop there. They sent me to the X-Men cell here in New York, the one led by X-23. Wireless set up a new identity for me using his powers to hack the city database, which is how I became Karin Kusanagi, but it wasn't enough for me. I wanted to see the people who exploited Sonic Youth pay, so X-23 trained me and I became an unofficial X-Man."

Audrey looked at Karin, seeing unshed tears in the older girl's eyes. She leaned forward and kissed Karin's eyes, letting the tears fall on her lips. "I'm here. Always. No matter what, Karin."

"Thanks," Karin answered, snuggling against Audrey.

"No problem," Audrey whispered.

The two girls stayed like that for an indeterminately long time, just holding each other. It was a peaceful moment, until Audrey's parents came home. The sound of the lock turning and the door opening shattered the reverie that had taken both girls, bringing them back to reality. "Hi, Mom," Audrey greeted.

"Hi, Audrey, hi, Karin," Mrs. Hopkins greeted.

Audrey's parents crossed the distance to the couch on which Audrey and Karin rested and embraced both girls in a group hug. "Huh?" Karin asked.

"They know," Audrey whispered.

Karin's eyes widened, prompting Audrey to amend her previous statement with, "No, not about _that,_ the other thing. The 'you and me' thing."

"Welcome to the family, Karin," Mr. Hopkins said.

"Thanks, Mr. Hopkins," Karin spoke.

"You're welcome," Mr. Hopkins said.

* * *

Within Avengers headquarters, Captain America, Iron Man, and Warbird were busily studying Operation: Justice Like Lightning. Most of what they found was unsettling. Operation: Justice Like Lightning was the program under which the Thunderbolts acted. The membership at the moment consisted of Terence Osborn, the Goblin and the great-grandson of the original Green Goblin Norman Osborn; Jodi Vars, wearer of a living protoplasmic suit cloned from the Venom symbiote; Kevin Jenkins, the successor and grandson of the original Beetle; Chizuru Yoshida, the cryokinetic Yukionna; Evan Ansara, the pyrokinetic Flashfire; and Manfred Foley, the high-speed lethal weapon known as V6. Despite that, there were a number of other operatives working for the Thunderbolts, which the three Avengers studying them had deduced to be essentially a black operation.

"Hell," Warbird uttered. "We weren't the first ones sent after this Arachne girl. The Thunderbolts went after her first."

"To kill," Iron Man added. "They were going to kill her. They nearly succeeded, too."

"Why?" Captain America asked, clearly horrified. "Why would the CSA send the Thunderbolts after Arachne?"

"She embarrassed them," Iron Man answered bluntly. "She made the CSA and S.H.I.E.L.D. look like fools for not being able to capture the Power Broker with all the resources that they commanded. People with power don't like looking like idiots; their power depends largely on public faith in them and anything that makes them look like idiots lessens that faith unless it's dealt with decisively. Therefore, Arachne had to die, not only to redeem the CSA and S.H.I.E.L.D., but also to teach a lesson to the vigilantes associated with her."

"What about the Power Broker's death?" Warbird asked.

"Considering the Thunderbolts' aborted mission to kill Arachne, I wouldn't put it past them to kill the Power Broker and set up Arachne for it," Iron Man replied. "And I'd bet anything on Venom being the one who actually did him in."

"What do we do?" Warbird asked. "Do we go in and arrest these guys?"

"I don't think we can," Captain America replied. "You know what black ops means, Cara? It means plausible deniability. Since the Thunderbolts are not officially on the payroll of the CSA, the CSA can deny that it gave them any authorization to go after Arachne or kill Power Broker."

"Bobby's right," Iron Man agreed. "Like it or not, there's nothing we can do _legally_ about the Thunderbolts."

"What are you saying; that we should go after the T-Bolts anyway and become outlaws?" Warbird asked.

"We have no other choice," Iron Man confirmed gravely. "Or do we?"

"What are you thinking?" Captain America asked, worried about what his colleague might have in mind.

"An anonymous leak to the media," Iron Man answered.

"Are you insane?" Warbird asked. "Gyrich will trace it back to us!"

"And how is he going to do that?" Iron Man asked.

"He can check around, see who was snooping around about the Power Broker's death," Warbird explained. "Then it's only a matter of time before he finds out which one of us actually talked to the press."

"He won't know," Captain America stated. "Unless one of us actually opens their mouth to him."

"I still don't like this idea," Warbird insisted.

Iron Man stared at her. "I can live with that. What I can't live with is an innocent girl, unlicensed or not, being hounded for the rest of her life by a crime she didn't commit."

Captain America looked at Iron Man. "Do it."

* * *

That night, Audrey and Karin were in the Knights' clock tower with their fellow vigilantes when the computer network detected a news bulletin. All the screens instantly displayed the bulletin, depicted by a virtualized image of a reporter. "_In tonight's news, an anonymous source revealed that the murder of Wilfred Meyers, otherwise known as the Power Broker, while in a holding cell was not committed by the unlicensed vigilante known as Arachne. The real killer's identity has not been divulged, but it has been insinuated that the real killer is in the employ of the U.S. government via the CSA."_

"That's a relief," Artemis said.

"Uh-huh," Iron Cage agreed.

Iron Fist had his bandana off, revealing pale blond hair and green eyes. Tsukikishi had his mask and hood off, revealing a shock of white hair and silver eyes set in a young Japanese man's face. Audrey and Karin were in costume, but sans masks as well. Out of all the formally masked heroes, Winter Soldier was the only one who refused to take off his mask.

The virtual reporter continued on. "_Niles Gyrich was quoted in a press conference as saying that any allegations of the Power Broker's real murderer being a federal agent were false and whoever made such claims would be dealt with harshly when they were discovered._"

"Of course he'd say that, the goddamn fascist," Iron Fist grumbled.

"Yeah," Nightshade agreed. She looked at Audrey and Karin. "Hey, Spider-Lady. You and Karin make up?"

"Yeah, we did," Audrey replied.

"And then they made out," Tsukikishi muttered, prompting a punch in the arm from Artemis and a mumbled utterance of "Men" from the red-clad ninja.

"I've never seen a young man with white hair," Audrey remarked. "Is it dyed?"

"No," Tsukikishi replied. "It's the mark of those blessed by Tsukuyomi."

Audrey peered at him confusedly. "Tsukuyomi?"

Tsukikishi smiled slowly. "The Japanese god of vengeance and the moon. It is from him that I derive my power. I am his Fist."

"Oh, it sounds crazy to all of us, too," Iron Cage remarked, catching Audrey's aghast expression. That statement earned him Tsukikishi's cold silver stare. "Ooh, scary."

"Don't trifle with _Tsukuyomi no Ken,_" Tsukikishi hissed.

"You don't frighten me," Iron Cage said.

"Ok, we get it," Karin said. "You two are complete and utter badasses. Now be badass when we're actually fighting crime instead of just posturing like little wannabes."

Both Iron Cage and Tsukikishi backed down, not wanting to cross their unofficial leader. "Speaking of fighting crime," Winter Soldier spoke up, "isn't there an MGH ring we still have to shut down?"

"Yeah," Karin replied. "I know it leads to Black Tarantula, but the problem lies in getting at him through these guys. He has an entire chain of command between him and them."

"Then we just climb that chain," Audrey said.

Karin smiled. "I knew there was a reason I liked you."

"Let's go," Audrey said, willing her mask to materialize over her face. Beside her, Karin put her own mask on, becoming Fearless once more. Iron Fist wrapped his bandana around his head, concealing his eyes. Tsukikishi donned his mask and hood, hiding his unusual visage.

* * *

Soon enough that night, the Knights were scattered all over metropolitan New York City fighting gangs hopped up on MGH. When Fearless was through battering the gang she was fighting, she picked up one of them and slammed him into the wall. "Where'd you get the MGH?" she asked.

"Some dude," the gang member replied.

"You remember what he looked like?" Fearless interrogated.

"No," the gang member replied. "He stuck to the shadows. I couldn't see his face."

"Then you have nothing useful to tell me, don't you?" The dark growl in Fearless's voice could be heard quite clearly to the gang member. "In that case . . ." She threw him down to join his fellows and swung away on an energy cable.

* * *

In the central hub of his headquarters, the Black Tarantula watched as the gangs his street soldiers had given MGH were taken down by the Knights. He couldn't see two of the Knights, even though he knew they were there. Cloaking tech designed for electronic surveillance, he was certain. It didn't matter; he knew who the "omitted" two were: Arachne and Fearless. One had been a thorn in his side for the past year or so, while the other was a more recent nuisance.

He already knew plenty about Arachne, thanks to his moles in the CSA. He knew that the CSA had developed a retrovirus from his genetic originator's DNA and he knew that Arachne had been the unintended beneficiary of that. She was certainly a piece of work, from what he'd seen of her through third parties loyal enough to act as watchdogs for him. She'd be even better if she was on his side . . . which was where his plan came into the equation.

He switched his screens to views of several superhuman assassins. One was a purple-haired woman in a lab coat with metal tentacles writhing around her. Another was a white-haired man in a high-collared black coat playing with a deck of cards. A third was a young man in a tarnished silver costume resembling Tsukikishi's. A fourth was a young woman with black hair, red skin, and batwings extending from her back and her head, the head wings being much smaller than the back wings. The fifth was a man dressed in a sleeveless black outfit with a mask covering the lower half of his face and a headband with a metal bar on the front covering his forehead.

"They'll do nicely," he said to himself. "I just need one more . . ." He snickered. "Oh, well. I suppose I should be that one more. They do need a good leader, after all."

* * *

In Milton Labs, Sandra Coley – along with several other scientists – were watching the progress of their latest attempt at creating a Spider-Man. "That's 50 times his body weight so far," Coley noted. "Increase it to 60."

"Ok," a subordinate scientist replied, increasing the weight on the machine their subject was holding up. They continued in this vein until their subject was now lifting a hundred times his own body weight. He still didn't seem to have a problem holding it above his head, so the scientists increased the weight even further, until he was lifting 150 times his body weight. At that point, his muscles began to show signs of strain according to the monitors in the observation room.

"That's enough," Coley said. "No need to break him."

The subordinate scientists reduced the weight on the machine until it was only a small fraction of the subject's body weight. "Colonel Archer, how are you feeling?" Coley asked.

Colonel Archer, a brunet man of lithe build and lean muscle, looked at Coley from the exercise room. "I feel great, Dr. Coley. I could probably take on an army right now, the way I feel."

"On the treadmill," Coley ordered.

"Yes, Doctor," Archer answered. He got on the specially designed treadmill and attached the monitor nodes to his chest and temples. He turned on the treadmill and began to run, building up speed even as he remained stationary. The monitor measured Archer's speed as 65 mph and accelerating further.

"This . . . this is amazing," a subordinate scientist uttered. "His speed . . . it's phenomenal."

The scientists watched as Archer's running speed increased, to the point that he was moving at close to 100 mph. He maintained that speed for about twenty minutes before slowing down to a respectable 75 mph, at which he lasted longer. About two hours later, he was still maintaining that speed on the treadmill without showing any signs of slowing down.

"That's enough," Coley said.

Archer shut down the treadmill and removed the monitor nodes from his chest and temples. "What now, Doctor?"

"Try the gymnastics equipment," Coley ordered.

Archer obeyed, first trying his hand at vaulting. He shot up about fifty feet into the air, twisting gracefully in that same air before landing safely on the other side of the bar. Next he tried the balance beam, first walking on it with careless ease and then flipping forward and backward on it. Following that, he practiced on the uneven parallel bars, performing gymnastic moves that would have taken even the most experienced gymnast a lot of childhood training and adult practice to master.

The subordinate scientists – and even a stoic Coley – watched in awe at Archer's agility. Finally, Coley spoke up. "Impressive as that is, we've seen enough."

Archer flipped onto the ground. "What about these?" he asked, holding up his hands, revealing inch-long talons curving down from his fingertips.

"They're probably how you scale and adhere to vertical surfaces," Coley replied. "And they're useful as natural weapons."

"And my gums itch, too," Archer added.

"Show me your teeth," Coley instructed.

Archer smiled as widely and as toothily as he could, revealing that his canine teeth had lengthened and sharpened. "Is there something wrong?"

"You have fangs," Coley replied. "Like a real spider. Now this is an interesting development."

Archer touched his bare arm with one of his talon-tipped hands, causing the talons to retract upon contact with his skin. "Whoa. Hell."

"A little combat training with your new powers in mind, and you'll be ready," Coley commented.

"Ready for?" Archer prompted.

"The Avengers," Coley replied.

Archer whistled. "The Avengers . . . that would just be awesome."

"Indeed, it would . . . and they would benefit from someone of your skill and ability – as well as your new power-set – on their team."

Archer touched his bare chest with the hand that was still tipped with talons and those talons retracted on contact with his skin. "Looks like I'm the new Spider-Man."

* * *

End Notes: This is the end of Marvel: Tomorrow Initiative. Well, not really, it's only the end of the first volume. The second volume begins soon, and each volume will consist of 12 chapters. The next volume will cover a lot, such as the introductions of the future's Ghost Rider, Dr. Strange, Black Panther, and Punisher. New versions of old villains and enemies unique to the Tomorrow Initiative universe will emerge, and some of the new heroes depicted in this first volume will make decisions on where their allegiances lie that could result in some earthshaking changes to their personal status quos. For these events and more, come out for the next volume of Marvel: Tomorrow Initiative and let me know what you thought of this first volume.


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